Handbook for Independent Director's Examination

by Dr. Rajeev Babel

Vol.1 Pages - 960

Vol. 2 Pages - 1024

CONTENTS AT A GLANCE

About the Author	iii
Preface to 4th Edition	v
Detailed Contents	xiii
Synopsis	xxxi
Syllabus Prescribed by IICA	xxxv
How to enroll in Data Bank	xlv
Abbreviations	xlvii

Volume I

Chapter - 1.1 â€” Incorporation of Companies (Sections 3 to 22) and the Companies (Incorporation) Rules, 2014	1
Chapter - 1.2 â€” Prospectus and Allotment of Shares (Sections 23 to 42) and the Companies (Prospectus and Allotment of Securities) Rules, 2014	91
Chapter - 1.3 â€” Share Capital (Sections 43 to 70) and the Companies(Share Capital and Debentures) Rules, 2014	136
Chapter - 1.4 â€” Debentures and Bonds (Sections 71 and 72) and the Companies(Share Capital and Debentures) Rules, 2014	208
Chapter - 1.5 â€” Acceptance of Deposits (Sections 73 to 76A)and the Companies (Acceptance of Deposits) Rules, 2014
Chapter - 1.6 â€” Registration of Charges (Sections 77 to 87)and the Companies (Registration of Charges) Rules, 2014	254
Chapter - 1.7 â€” Register of Members, Declaration of Beneficial Interest,Annual Return, etc. (Sections 88 to 95) and the Companies(Management and Administration) Rules, 2014	270
Chapter - 1.8 â€” General Meetings (Sections 96 to 121) and the Companies (Management and Administration) Rules, 2014	321
Chapter - 1.9 â€” Declaration and Payment of Dividend (Sections 123 to 127)and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016	359
Chapter - 1.10 â€” Accounts of Companies (Sections 128 to 134, 136 and 137) and the Companies (Accounts) Rules, 2014	391
Chapter - 1.11 â€” Board Evaluation	444
Chapter - 1.12 â€” Internal Audit (Section 138) and the Companies (Accounts) Rules, 2014	472
Chapter - 1.13 â€” Audit and Auditors (Sections 139 to 148) and the Companies (Audit and Auditors) Rules, 2014	485
Chapter - 1.14 â€” Institution of Directors (Appointment and Qualification of Directors) (Sections 149 to 165, 167 to 172) and the Companies(Appointment and Qualification of Directors) Rules, 2014	523
Chapter - 1.15 â€” Duties of Directors (Section 166)	576
Chapter - 1.16 â€” Meetings of the Board and its powers (Sections 173 to 176,179 to 187 & 189 to 195) and the Companies (Meetings of Board and its Powers) Rules, 2014	579
Chapter - 1.17 â€” Meetings of Board Committees- Mandatory Board Committees (Sections 177 & 178) and the Companies (Meetings of Board and its Powers) Rules, 2014	623
Chapter - 1.18 â€” Governance of Committees	633
Chapter - 1.19 â€” Liability of Directors and KMP (Sections 196 to 203)	640
Chapter - 1.20 â€” Safeguarding Directors	667
Chapter - 1.21 â€” Secretarial Audit and Compliances (Section 204) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014	674
Chapter - 1.22 â€” Compromises, Arrangements and Amalgamations(Sections 230 to 240) and the Companies (Compromises,Arrangements and Amalgamations) Rules, 2016	680
Chapter - 1.23 â€” Prevention of Oppression and Mismanagement (Sections 241 to 246)	722
Chapter - 1.24 â€” Penalties and Compounding of Offences (Sections 439 to 454) and the Companies (Adjudication of Penalties) Rules, 2014	733
Chapter - 1.25 â€” Related Party Transactions (Sections 2(76), 177(4) and 188) and the Companies (Meetings of Board and its Powers) Rules, 2014	751
Chapter - 1.26 â€” Corporate Social Responsibility (Section 135) and the Companies (Corporate Social Responsibility) Rules, 2014	766
Chapter - 1.27 â€” Managing CSR and Engaging Stakeholders	786
Chapter - 2.1 â€” Secretarial Standard on Meetings of Board of Directors (SS-1)	797
Chapter - 2.2 â€” Secretarial Standard on General Meetings (SS-2)	847

Volume II

Chapter - 3.1 â€” Securities and Exchange Board of India Act, 1992	907
Chapter - 3.2 â€” SEBI (LODR) Regulations, 2015	957
Chapter - 3.3 â€” SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018	1155
Chapter - 3.4 â€” Securities Contracts (Regulation) Act, 1956	1181
Chapter - 3.5 â€” Depositories Act, 1996	1234
Chapter - 4 â€” Independent Director (Section 149) and the Companies (Appointment and Qualification of Directors) Rules 2014	1263
Chapter - 5.1 â€” Corporate Governance	1308
Chapter - 5.2 â€” Governance and Strategy	1421
Chapter - 5.3 â€” Corporate Policies and Disclosures under Companies Act, 2013 and various SEBI Regulations	1437
Chapter - 5.4 â€” Board Effectiveness and Culture	1496
Chapter - 5.5 â€” Training of Directors	1523
Chapter - 5.6 â€” Exemplary Board	1530
Chapter - 5.7 â€” Building a Resilient Company- Boardâ€™s Role	1536
Chapter - 6.1 â€” Accounting Standards and the Companies (Indian Accounting Standards) Rules, 2015	1553
Chapter - 6.2 â€” Understanding the Balance Sheet and Profit and Loss Account	1565
Chapter - 6.3 â€” Understanding the Cash Flow Statement	1677
Chapter - 6.4 â€” Understanding Boardâ€™s Report and the Companies (Accounts) Rules, 2014	1696
Chapter - 6.5 â€” Understanding Auditorâ€™s Report (CARO)	1714
Chapter - 6.6 â€” Managing through Financial Ratios	1724
Chapter - 7.1 â€” WorldCom Inc: A Case Study on Modus Operandi of Fraud	1735
Chapter - 7.2 â€” Enron Corporation: A Journey from Peak to Bottom	1748
Chapter - 7.3 â€” Volkswagen1: A Story of Device Fixing to Defeat Emission Test Check	1756
Chapter - 7.4 â€” Olympus Corporation: Not Just an Accounting Scandal,but A Mindset for Unethical Behaviour	1769
Chapter - 7.5 â€”Hydro One: Implementation of Enterprise Risk Management	1788
Chapter - 7.6 â€” Satyam Computer1: From Best Governance to Bad Governance	1802
Chapter - 7.7 â€” Maruti Suzuki (I) Ltd. v. Suzuki Motor Gujarat Private Limited: A Deal of Related Party Transaction	1814
Chapter - 7.8 â€” What went wrong in Punjab & Maharashtra Co-operative Bank Ltd	1824
Chapter - 7.9 â€” Corporate Governance Failure: Yes Bank	1833
Chapter - 7.10 â€” Story of Ups-Down-Up: Alok Industries Ltd	1842
Chapter - 7.11 â€” Downfall of Real Estate Empire: Amrapali	1850
Chapter - 7.12 â€” Financial Crisis in IL&FS	1859
Chapter - 7.13 â€” Bhushan Power & Steel	1867
Chapter - 7.14 â€” Essar Steel	1874

About the Author

Dr. Rajeev Babel

The author is a Fellow Member of the Institute of Company Secretaries of India, New Delhi and an Associate Member of the Indian Institute of Banking and Finance, Mumbai. He is a Certified Independent Director of the Indian Institute of Corporate Affairs, New Delhi and is enrolled as an Insolvency Professional with the Insolvency and Bankruptcy Board of India, New Delhi. He had privileged of working for 30 years in the banking domain in managerial capacity with the erstwhile Bank of Rajasthan Ltd. and ICICI Bank Ltd. Having interest in academic field, he appeared as visiting faculty with various Professional & Management Institutes.