Complete Guide to Director’s Roles, Responsibilities & Liabilities Under Companies Act, 2013




Since the emergence of various corporate scandals in India over the past few years, there has been much attention and debate on the role of company directors. This book covers a detailed discussion on duties of directors to aid the readers in understanding the various provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in a simple and easy to refer language.

The objective of this book is to provide a comprehensive guidance about the provisions and responsibilities of the persons who are working in the capacity of directors as well as who are proposed to get appointed as directors. It places discussion of Directorial roles, duties and liabilities in its proper context, namely, within the company organisation and with reference to the appointment process (including qualifications, disqualifications etc.) The book would also be immensely useful for company secretaries, chartered accountants and advocates.

The book has been divided into various chapters and covers various provisions relating to directors starting from the eligibility of a person to get appointed as a director in the company till the liabilities of a person as a director.

This book covers provisions relating to appointment & qualification of Directors, meetings of Board and its powers, appointment and remuneration of managerial personnel. It also provides detailed analysis of role of important Committees of the board including Audit Committee which is one of the main pillars of the Corporate Governance, Nomination and Remuneration Committee, Stakeholders Relationship Committee and CSR Committee.

Key Features

  • Comprehensive coverage of provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 impacting the directors.
  • Analysis and guidance of the key provisions relating to executive, non-executive directors, independent directors, woman directors, resident directors, CSR etc.
  • Covering role of important Committees of Board including Audit Committee.
  • Comprehensive coverage of offences, punishments and legal recourse available to directors.
  • Covering recent amendments in Companies Act, 2013 including amendment to CSR rules, special measures taken by MCA to provide relaxations/exemptions due to COVID 19.


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About Author

Deepa Agarwal, B.Com, FCA with 13th Rank in all over India and 5th Rank in NIRC. She has almost 20 years of experience in serving national and multi-national companies in the areas of Auditing and Accounting, Corporate Laws and other related matters.

She has completed Information Systems Audit (ISA) course from ICAI in Sept 2006 and Certified course on IFRS from the Institute of Chartered Accountants of India, New Delhi in March 2011.

She has worked with the Technical Directorate of ICAI for around 5 years and involved in preparation of  various publications such as Guidance Note on Companies (Auditor’s Report), 2020, Implementation guide on auditing and reporting standards, Guide to physical verification of inventory under COVID 19, Guidance note on reporting in company prospectus, background material on AS 16, Technical guide on Accounting and Auditing issues in Chit fund, Technical guide on internal auditing in case of intangible assets. Currently, she has been working with renowned consultancy firms since almost 16 years in a technical role dealing with accounting, auditing, Companies Act, risk management and quality related matters.

She was a special invitee on AASB of the ICAI for two years and currently a special invitee on Corporate Laws & Governance Committee of the ICAI. She has worked extensively on publications, projects and assurance standards.

She has authored two publications titled

  • ‘The Law & Practice of Financial Reporting Requirements and Auditor’s Responsibilities under Companies Act, 2013’ released in June 2016, 2017 and January 2018.
  • ‘A complete Guide to Interim Financial Reporting’ released in January 2017.

She has worked extensively on preparation of comments, guidance and presentations on Companies Bill and Companies Act, 2013.

She acted as a faculty member for the ICAI course organised by Ind-AS IFRS Implementation Committee, Centre for Audit Quality and Board of studies.  She acted as a speaker in seminars on accounting, auditing and companies act matters at various forums including ICAI and C&AG. She has imparted trainings to chartered accountants on Accounting Standards, Ind AS, Auditing Standards and other updates.

She regularly provides comments on various drafts on documents related to accounting, auditing and corporate laws issued by ICAI and MCA and worked extensively on issuance of interpretations, opinions and guidance on related matters.