Corporate Governance Under Company Act 2013 And Business Ethics

The Companies Act, 2013 was enacted on 29 August 2013 replacing the Companies Act, 1956. In addition, the Ministry of Corporate Affairs has also notified (31 March 2014) Companies Rules, 2014 on Management and Administration, Appointment and Qualification of Directors, Meetings of Board and its powers and Accounts. The Companies Act, 2013 together with the Companies Rules provide a robust framework for Corporate Governance. The requirements inter-alia provide for: • Qualifications for Independent Directors along with the duties and guidelines for professional conduct Section 149 (6) read with rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. • Mandatory appointment of at least one-Woman Director on the Board. Section 49 (1) of the Companies Act, 2013, read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules 2014, provides that every listed Company and every other Public Company having paid–up share capital of 100 crore or more; or turnover of ₹300 crore or more shall appoint at least one-woman director in its Board. • Mandatory establishment of Audit Committee Section 177 (1). Nomination and Remuneration Committee 178 (1) and Stakeholders Relation Committee Section 178 (5). • Holding of a minimum of four meetings of Board of Directors every year in such a manner that not more than 120 days shall intervene between two consecutive meetings of the Board Section 173 (1).