2nd May, 2002
Ministry of Law,Justice & Company Affairs


The Union Minister of Law, Justice and Company Affairs, Shri Arun Jaitley released a book on Secretarial Standard on General Meetings and a Monograph on Position, Duties and Liabilities of Directors, compiled by the Institute of Company Secretaries of India (ICSI), at a function here today. The Secretary, Department of Company Affairs, Shri Vinod Dhall, senior officials of the Department and of the ICSI were present on the occasion.

The Standard seeks to prescribe a set of principles for convening and conduct of general meetings of companies. Besides, it intends to integrate and standardize the diverse secretarial practices prevalent in the corporate sector for conducting General Meetings to achieve uniformity of practices for attaining sound corporate governance principles. In addition, it seeks to further the shareholders democracy by laying down principles for shareholders’ benefit. The Standard, which is second after the first one already released last year, provides for eleven-Do’s and Don’ts including disclosure in the annual report of companies of the particulars of all general meetings held during the last three years as a good corporate practices.

The Monograph on Position, Duties and Liabilities of Directors, seeks to collate various provisions in different enactment governing directors role, duties and responsibilities stating that no director can escape the consequences arising from non-observance of the provisions relating to their functioning. It projects the role of Board of Directors as a crucial one and a vital link between the shareholders, who provide capital, and the managers, who use such capital to create value. The role of directors in discharging their monitoring role to ensure that the managers use the shareholders capital with utmost vigilance has been highlighted. In other words, the Monograph is a comprehensive treatise on the role, duties and liabilities of corporate directors. It also contains a separate chapter each on Managing Director and the Nominee Directors. The well considered views and rulings of Company Law Board, High Courts and the Supreme Court have been included in the Monograph.

Speaking on the occasion, the Law Minister Shri Arun Jaitley complimented the ICSI for a job well done. The Minister said that the two books together with the first Standard released earlier would work as ready reckoners for Board Directors and Managing Director in protecting the interest of shareholders and other investors on the one hand and ensuring corporate governance in terms of compliance of various statutory requirements for smooth and efficient functioning of the corporate sector in the emerging globalization of Indian economy on the other. The President, ICSI, Shri S Gangopadhyay, who also spoke, gave an overview of the salient features of the two books and the functioning of his Institute.

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