BLAW | BUSINESS LAWS | UNIT-4 EXPLANATION | SEM-2 | OSMANIA UNIVERSITY | PASS ‎⁨@shivanipallela⁩

[00:00:00]In Unit Four, we are learning about the law, and in Unit Number Four, we are discussing about the management of companies and corporate governance. In this, we have given a total of three questions. The first one is Appointment Duties and Responsibilities of Directors. This is not a Director.

[00:00:20]Directors are OK. The second one is Corporate Governance. Its Principles and CSR means Customer Corporate Social Responsibility.

[00:00:29]CSR means Corporate Social Responsibility. The third one is Kinds of Company Meetings. Essentials of a Valid Meeting. These three questions are what we are learning in Unit Four. The first important question in this is the appointment duties and responsibilities of directors of a company. We will learn about who is the actual director, how he is appointed, and what his duties are. So a director is a person elected by the shareholders to manage and control the affairs of a company. To handle the entire affairs of a company, one person needs to be appointed.

[00:01:08]We call that person a director. The people who make that appointment are the shareholders of a company, that is, the owners. They appoint directors together for the board of directors. A board of directors forms a board of directors which makes important business decisions. What do they do? They create a board of directors. Whether we want to take important business decisions or do any activities, these directors should be compulsory.

[00:01:38]How do we appoint them? Directors are appointed in various ways.

[00:01:45]We appoint them in many ways. First run one means by first directors. First directors mean that their names should be in the articles of association.

[00:01:57]Articles of association means that they manage the company until regular directors are appointed. Until regular directors are appointed, they will be temporary vice directors like directors.

[00:02:09]That's what we call first directors. The second type is the directors appointed by the shareholders, that is, by the owners. The directors are elected in the Annual General Meetings (AGMs).

[00:02:29]They are also involved in the business of the company. The third type is the board of directors. A company has a board of directors.

[00:02:36]They can also appoint additional directors, meaning that a director is also appointed from their side. Fourth one is the appointment of a person by a company on behalf of the central government or the tribunal government. They are the ones who handle all the decision-making related to the company, the shareholders of the company, etc. Okay. Fifth and last one is the casual vacancy. If a director resigns, dies or becomes disqualified, another director can be appointed. If there is a director who resigns, dies or becomes disqualified, we can appoint someone else. That is called casual vacancy. Okay.

[00:03:21]Appointment is divided into five types for us. You should write about five types: by first directors, by shareholders, casual vacancy, and board of directors and central government.

[00:03:32]If asked about an appointment, okay, and along with that, what are the duties?

[00:03:38]What are the responsibilities of a van?

[00:03:41]What are the responsibilities of a director? What is the first one? Act in good faith What is an act in good faith? Work honestly for the benefit of a company.

[00:03:53]He should work in a way that brings benefit to the company. He should follow the company rules.

[00:03:56]Okay. Exercise of reasonable care. Whatever decision he is taking in the organization should be taken very carefully and responsibly. And fourthly, avoid conflicts of interest. That is, he should not use company property for personal benefit. And the board meetings should be attended, participation should be done, confidentiality should be maintained, that is, secrets should be maintained, a company director should prepare financial statements, shareholders' interest should be protected, that is, whatever the benefits of the shareholders are, whatever their decision-making is, who has the responsibility to protect them? The director has the responsibility, okay, so the duties of directors are also understood, right? What are the tasks that he should do, how should he be, what tasks should he do? The next one is the liabilities of a director. What are the liabilities of a director? The first one is civil liability. Reasonable for Losses Caused Due to Negligence If a director suffers a loss due to his negligence, he is liable. Okay, next one is criminal liability, if he commits illegal activities, fraudulent activities, he will be punished.

[00:05:14]Fifth, a criminal case is also a book.

[00:05:15]Who is the director? Third one is liable for breach of duty. If he misuses the company, he misuses the funds and misuses the powers that he has.

[00:05:28]Okay, fourth one is misrepresentation.

[00:05:35]Showing company information falsely.

[00:05:39]Threatening documents. Okay, selling documents.

[00:05:44]Even if he does all this, he will be liable for punishment. Fifth and last one is liability for non-compliance. What does non- compliance mean? Avoiding company law, neglecting rules, all this. Even if he does, he will be punished.

[00:05:59]Okay, so what is the conclusion?

[00:06:03]Directors are the key managers of a company. They must act carefully and honestly.

[00:06:08]Responsible for the activities whatever they are doing in the company. They must be responsible for protecting everything they do. They must maintain confidentiality for the shareholders.

[00:06:22]Okay, so if you ask about a director, you can expect 90% of the questions related to the director himself. Okay, so if you ask about these directors, the answer is the same.

[00:06:35]His appointment duties and liabilities. Okay, now the second question is what is CSR, Corporate Social Responsibility. Ask a question about this too. There is a chance. Okay, so corporate governance is the system by which a company is directed and controlled.

[00:06:55]We call corporate governance the system by which a company is directed and controlled.

[00:07:04]This is what corporate governance ensures transparency, accountability and ethical management.

[00:07:06]Okay, so what is its definition?

[00:07:09]Corporate governance means managing a company in a fair, transparent and responsible manner to protect the interests of shareholders and stakeholders. This means that we do not manage a company transparently, we do not protect their owners, we do not protect their interests. This corporate governance exists.

[00:07:31]Okay, what are its principles and rules? First one is transparency. What does transparency mean? The company should provide true and complete information. Second one is accountability. Are directors responsible for the actions? Are they responsible for any wrongdoing?

[00:07:51]Whatever is done right, he should be responsible. The third one is fairness, which means we should treat all shareholders equally. The fourth one is responsibility, which means he should follow the relevant laws and practices responsibly. Okay, fifth one, what is independence? A director should take decisions independently rather than depending on other persons. Okay, he should take independent decisions without depending on others. Integrity.

[00:08:22]Integrity [laughter] means maintaining honesty and ethical behavior.

[00:08:27]Okay, so this is the concept of corporate governance.

[00:08:33]Corporate governance is what is meant by corporate social responsibility.

[00:08:38]CSR means corporate social responsibility. That means the responsibilities of companies to contribute to society and the environment. If you have a company, okay, so how much are you responsible for society and the environment on your part? Okay, what should you write about? Okay, what are the goals? Of this CSR means first one should improve the society, development should be done, environment should be protected, education should be supported, health care can be improved, sustainable development should also be done. For example, there are some companies, those companies say free education to the rural area students, they say they give this percentage of pensions to women, they say it is unnecessary for them, but they do it, why corporate social responsibility it is our responsibility to protect our society, okay, what is the CSR activities, what activities can we do, planting trees, okay, providing scholarships in schools, building free schools, providing health camps, providing awareness related to women empowerment, rural areas means Developing villages, disaster relief, sometimes we say tsunamis or floods, even when something happens, we do our part to help. All these are activities of corporate social responsibility.

[00:10:06]What are the advantages due to this? The company's image increases, customer trust increases, employee satisfaction also improves. What are the people we support for the society?

[00:10:18]We also protect the environment.

[00:10:19]For example, Ratan Tata is a company, so even if he dies, many people remember him for his activities.

[00:10:28]SR No. So what is the conclusion of this? Corporate governance ensures good management. Where CSR helps the company to provide and contribute to the society. Society, whether it is corporate governance or corporate social responsibility, both are helpful for business growth and we will also be the ones who develop society. Okay? Do you understand this concept? Next Last Concept. If you learn about the director, that is, about corporate social responsibility, then this answer can be left completely to choice.

[00:11:09]Okay, if you learn, you can learn. What are company meetings? That's why we sometimes call it essential valid meetings. Company Meetings Help Members Discuss Important Matters and Make Decisions.

[00:11:30]We make it a mandatory meeting to discuss an important matter or make important decisions. Different Kinds means different types, which means the first one is called a statutory meeting.

[00:11:36]This is called statutory meetings, which means that the meeting that we hold only after incorporation is applicable to us. The second one is that we hold an annual general meeting once every year. This is where we appoint our accountants, our auditors, our directors, and all of them to see how our business and the company are doing. That's what we call an annual general meeting. What is the third one?

[00:12:05]Extraordinary General Meeting ( EGM) is a sudden meeting held to discuss urgent matters.

[00:12:13]Extraordinary General Meeting.

[00:12:15]What is the fourth one? Board meetings are meetings where the directors meet to discuss the affairs of the company. And what is the fifth one?

[00:12:30]Class meetings. Class meetings are meetings that are held exclusively for shareholders to discuss matters with them.

[00:12:39]Only shareholders discuss this and lastly, the credit creditors meeting means that the matters discussed with those who give credits to the company, that is, those who give money and help the company, are called creditors' meetings. Is it clear that only creditors are present?

[00:12:57]So what are the essential features of a valid meeting?

[00:13:04]When do we say that it is a valid meeting?

[00:13:06]First, proper notice should be given.

[00:13:08]Correct notice should be given to those who are members. What is quorum?

[00:13:14]Who should be present in that meeting is compulsorily mentioned there. The third one is a competent chairman. The chairman means that he must compulsorily conduct the meeting.

[00:13:26]Okay. The fourth one is a proper agenda, which means that it should be compulsory to have the topics on the agenda that we are discussing today in that meeting. Fifth, we decide what voting decisions are through voting. Sixth, one minute proceedings must be recorded. This means that the entire meeting must be recorded. What is the legal purpose?

[00:13:48]For a legal business, the meeting should be legally proven and the company should conduct it at the proper time and place. It should be clearly stated at what time and where our meeting is taking place.

[00:14:00]Only if all of these things are in place can we say that it is a valid meeting. The importance of company meetings is that they are helpful for decision-making, they are helpful for participation, they are helpful for transparency, accountability and effective management. What can we do about all of these? All of these are important to us. Okay, so what is the last conclusion to write about these company meetings? It is essential for making important business decisions. Okay, there should be proper notice for this, there should be a chairman, there should be a quorum, there should be an agenda, decisions should be made in terms of voting, and fair decisions should be made. Only if all of these are in place can we call company meetings valid. Okay, so this is about the unit number four, we have discussed about the company meetings, we have discussed about the CSR, we have discussed about the company directors. Of these three concepts, any two concepts are perfect, even if they are sufficient. Clear