Overview of Companies Act, 2013 vis-à-vis Companies (Amendment) Act, 2018

Objective

It is significant that the directors must acquaint themselves with changes in the law that has changed the
rules of the game.

Role, Responsibilities, Duties and Powers of Directors

Objective

The Directors are not powerless. With power comes the duty failure of which leads to liability. It is
extremely important that the directors must understand their role in the company and the responsibilities it
entails.

Key Managerial Personnel

Objective

The top management shoulders the responsibility of the essential functions of the company. It is important
for such officers to understand their role, responsibility, powers, functions and liability towards the
company.

Corporate Governance – Achieving the Pinnacle

Objective

Corporate Governance is not an empty slogan. It encompasses working in a righteous manner. Not
possessing the governance skills and not knowing the governance provisions will not lend itself to be an
excuse for infringement. The directors must possess deep knowledge and practical tips to govern.

Independent Directors

Objective

Companies Act, 2013 has laid emphasis on independence of directors by introducing fully the concept of
independent directors. It is essential that not only the independent directors learn about their role and
responsibility but also the executive and non-executive directors should know their relationship with the
independent directors.

Making Directors Financially Literate

Objective

Directors are bound to come across financial figures while performing their function as a director. It is
significant to understand and analyse company’s accounts and financial statements. The module enables
the directors to recognise red flags in the financial statements and ask questions that matter

Committees of the Board and its Function

Objective

The Board of Directors appoints the committees out of the Board of the Company. The board in order to
achieve effective monitoring or oversight of its functions delegates some responsibility to various
committees. The module enables the directors to get a wider understanding of the composition and
functions of such committees.

Corporate Social Responsibility, Board Skills and Communication

Objective

Skills are gained with experience. The experts at hand make available these experiences to create a skilful
board. The Companies Act 2013 has brought a new concept of mandatory Corporate Social Responsibility
linking it with sustainability.

• Corporate Social Responsibility Provisions
• Developing skills as a Board member
• Communicating dynamics within an organization
• Strategy skills and board evaluation

Virtual Board Meeting

Objective

The learning is put into practice by essentially turning the classroom into a real time board room. The
agenda papers are circulated a day before and the ’directors’ hold a board meeting following good
corporate governance practices and take decisions in the best interest of the company.

Fraud Prevention and Risk Assessment/Management

Objective

The business activities of the company carry various internal and external risks. The module enables the
directors to build effective fraud prevention and risk management program/framework in a company.