"Third, the most crucial obligations on Directors is that they are fiduciary. This fiduciary role and responsiblity is the highest level of duty that law imposed to them. " he continues.
Secondly, law enjoins companies to be managed within a prescribed statutory framework managed by BOD and no one else. Sec 149 of the Companies Act talks about this
Sec. 135 on CSR, Sec. 149 talking about Board of Directors, sec. 151 on directors to be elected by small shareholders. This also includes duty of directors, audit committee etc. All this is a bouquet of provisions to strengthen corporate governance
Shyam divan: i want to indicate 10 points, 2 AoA and 3 statutory provisions.
Firstly, this case in essence is about corporate governance. Law has evolved from corporate majority to corporate democracy to a higher set of values and a higher standard ensuring transparency
CJI: if it is possible we would like to sacrifice 40 mins of your time. We don't want to take it to friday
Shyam Divan agrees
Shyam divan begins by handing over 2 notes to the Bench on behalf of SPG.