Directors and Officers Liability

Bala Balakrishnan, In-House Counsel, Symbiosis Institute of Business Management, India

Companies are incorporated under the respective laws of the country to create a separate legal entity – an artificial personality – but they cannot act on their own. They need people to make decisions and manage the company. These people are the directors under the respective statutes of the country and manage the company. Under the Companies Act 2006 of UK vide and under the Indian Companies Act, 1956 the definition of director is spelled out as “person occupying the position of director by whatever name called”. A director is an officer of the company and is an agent of the company and the directors are at the senior most level of a company’s management with the right to take part in the board of management. The directors are appointed by the shareholders of the company entrusting the responsibilities to manage the affairs of the company.

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India Corporate Governance University November 2011 Vol. 5, No. 17, Autumn 2011

Bala Balakrishnan

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Professor Balakrishnan Well known in the company secretary’s circle by “Bala”, is a renowned and qualified lawyer and member of seven professional bodies. He has been honoured with “Company Secretary of the year 2007- Corporate – Highly Commanded”, Award by the Institute of Chartered Secretaries and Administrators of UK at a glittering ceremony in London, which is featuring in the Limca Book of National records in years 2009. He is the first such professional in India to achieve this designation for his caliber to go beyond the requirements of his role to maximize opportunities for his organization and he has introduced measures for adoption of best global practices in all areas of business including compliance with UK Combined Code on corporate governance in his organization where he served. Not only this, he is also certified as Internal Control Specialist” by the Institute of Internal Control from US, making him a proud person to achieve this certification which also earned him a national record in Limca Book of national records in year 2008. Further to this, Bala is also got his certification as “certified Internal Control Professional” by the Institute of Internal Control from US, making him, once again, and a proud person to achieve this certification which also earned him a national record in Limca Book of national records in year 2010. Professor Bala’s experience For more than 28 years, he has been serving with Foseco India Limited, at Pune, India, a listed company with Bombay Stock Exchange and National Stock Exchange. He was the Company Secretary and Legal Services Manager of Foseco India Limited before he took up an overseas assignment at the Kingdom of Bahrain where he served about one and a half years as a group company secretary for HiTs Africa Limited – a telecom major who has its subsidiaries in Tanzania, Liberia, Democratic Republic of Congo and Equatorial Guinea. He has authored a book titled “Handbook on Audit Committee” and also co-authored a book of “Compliance Guide to Corporate Governance” and both of them published by a leading book published known as Taxmann in India. He is well known for his contribution to a large number of professional journals and magazines and he has been delivering lectures and making presentations for the Institute of Company Secretaries of India and other professional bodies. He was a member of the panel set up by the Institute of Cost and Management Accountants of India jointly with the Government of India for introducing and implementing corporate practices in India and was also a member of the Research Committee of the Institute of Company Secretaries of India for its Western Regional office. Prof. Bala’s current activities Currently, Prof Bala, is the faculty for company secretary course conducted by the institute of company secretaries in India and he is teaching for students pursuing the secretarial course at their Pune Chapter and also teaching on e-mode learning through video based training (VBT) and through live virtual classes (LVC) sponsored by the institute of company secretaries portal known Gurukul Online Learning Solutions (GOLS). He is also a visiting faculty for Symbiosis Institute of Business Management one of the renowned B school in management studies in India and he also delivers lectures for student of Indian Institute of Management of India. He has addressed an international conference organized by Marcus Evans during the last year at Kingdom of Bahrain on secretarial related subject.

Symbiosis Institute of Business Management

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India Corporate Governance University November 2011 Vol. 5, No. 17, Autumn 2011
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