Prosecution of Directors – Regarding

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....compliance of various provisions of the Act. 2. It is noticed that penal actions are also initiated against certain Directors who are not charge with the responsibility, particularly in following cases : -- (a) For listed companies Securities and Exchange Board of India (SEBI) requires nomination of certain Directors designated as Independent Directors. (b) For public sector undertakings, respective Government nominates Directors on behalf of the respective Government. (c) Various public sector financial institutions having participation in equity of a company also nominate Directors to the Board of such companies. (d) Directors nominated by the Government u/s 408 of the Companies Act, 1956. In supersession of all earlier circular....

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....Annual Report filed by the company; (c) The timing of the commission of offence is also material to identify the director's responsibility; and Form 1AB should also be checked in case any person has been charged by the Board under Section 5(f) with the responsibility of complying with some particular provision or in case any director has been specified by the Board under Section 5(g) of the Act. (d) Special Directors appointed by BIFR under section 16 (6)(b) of SICA 1985, shall not incur any obligation or liability for anything done or omitted to be done in good faith and in discharge of duties. Hence they shall be excluded in the list of officers in default 4. For default u/s 209(5), 209(6), 211 and 212 of the Act, the following perso....