SIDBI INNOVATION AND INCUBATION CENTRE
 
INDIAN INSTITUTE OF TECHNOLOGY KANPUR

 

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QUERY: 1. If there is any other decision making body in advisory capacity (other than Board of Directors), in a Company. What will be the liabilities of a nominee Director, if he is also a member of that body?

2. What will be the position of a nominee officer, nominated by nominee body, in a decision making body in which he is not a director on the Board?

OPINION: The Board of Directors is the supreme decision making body of a company. Due to business of directors or some other reasons, if it is not possible to hold Board meeting frequently for taking some decision, a power advisory committee is constituted for day to day working. For example, a plant is located at distant place from where the Board usually assemble, or for some other specific reason an advisory body may be constituted. In any case the advisory body can do work up to a certain extent, within the limit of power delegated to it, viz financial limit. In other cases, it works purely as an advisory body. It simply provides its advice to the Board of Directors. It is, in turn, depends on the Board whether it adheres to its advice or not. In some cases, whenever the advisory body exceeds its authority, it should immediately bring into the knowledge of the Board. It is the responsibility of the Board to take a decision for ratification of the action or to reprimand the body. As per the Law of Agency and Principal, The Board has to ratify the action.
A nominee director, if he is also a member of advisory body, is responsible upto the extent that the advisory body does not exceeds its limit. As a member of the Board, he should bring into the knowledge of the board any adversity of the Advisory body.

In case of an officer, who was nominated in a decision making body but has not been nominated as a director of the Company, will carry no liability towards any Act. On default only SIDBI Centre may take action against nominated officer.

 
 

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