Price: Rs.150.00
Preface
The corporate sector is presently passing
through a period of sweeping changes. Laws are being amended and
procedures streamlined and made more exciting. The expectations of the
society for more transparent disclosures and ethical practices are
increasing day by day. Against the backdrop of such an all round changing
scenario, new norms of adherence are being formulated which are making new
demands for better boardroom performance. The boards of directors have to
become more dynamic and play a proactive role. The areas of their
responsibility are fast expanding. The compliance with various laws is
just one such area. The different types of stakeholders associated with
the corporation expect the boards to take effective steps towards value
creation. Research has shown that the boards can effectively discharge
their responsibility only through proper governance practices. The failure
of the boards to recognize the need for good governance will hasten the
downfall of the companies they govern and lead to waste of precious
economic resources. At the same time, the boards must operate within the
overall economic, legal and institutional framework in order to maximize
the stakeholders value. To achieve these goals, the boards have to be well
informed and effective. They must have full knowledge of the industry and
be reasonably familiar with the relevant laws impinging on its
functionining.
In view of growing responsibilities of directors, the Institute of
Company Secretaries of India (ICSI) decided to publish a monograph
specially designed to equip them with the knowledge of the provisions of
the statutes and the implementation thereof to enable them to discharge
their duties and responsibilities towards shareholders and other
stakeholders in a company. The monograph has been so structured as to
spell out the duties and liabilities under the Companies Act, 1956 and
various other legislations in a user-friendly manner. I am hopeful that
this first edition of the monograph would be of immense benefit to the
corporate executives and members of various profession.
I wish to place on record my sincere gratitude to Dr. K R
Chandratre, Past President, ICSI for preparing the basic draft of the
monograph and Shri S B Mathur, DII (Retd.), Department of Company Affairs
and Fellow Member of the Institute for meticulously examining the draft
monograph and finalizing it.
The task of bringing this publication has been completed
successfully under the stewardship of Dr. S P Narang, Secretary of the
Institute. I also acknowledge the efforts of Dr. D D Kaushik , Director ,
Continuing Education , in materializing the objective of the Institute to
bring out an international class publication. My sincere thanks to all the
dedicated staff of the Institute who were associated with the publication
of the monograph and their services deserve to be appreciated.
I welcome any suggestion to further improve the utility of the publication.
(S
Gangopadhyay)
Kolkata
President
April 29,2002
The Institute of Company Secretaries of India