n Without Prejudice - Prescribed officers : company law

Volume 11, Issue 10
  • ISSN : 1681-178X



The significance of being a "" under new Companies Act, 2008 (Companies Act) has the following principal implications :

  1. Prescribed officers are, for the most part, subject to the same duties, standards of conduct and potential personal liability as those applicable to directors;
  2. The grounds of disqualification applicable to directors (for instance, being convicted of certain offences) apply equally to the holding of a prescribed office;
  3. The remuneration of prescribed officers must be disclosed in the annual financial statements of companies that are required to be audited;
  4. Certain transactions between companies and their prescribed officers are regulated, for instance the issuance of shares to prescribed officers, the repurchase by a company of shares from prescribed officers, and financial assistance given by a company to its prescribe officers; and
  5. Insurance and indemnification of prescribed officers is regulated.

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