AMC Law Firm is a member of LawPact®, an international association of independent business law firms. www.lawpact.org
What influenced/prompted you to write this book?
The inspiration of writing this book on substantive law stems from an inspiring comment from the then Law Minister Mr. Ram Jethmalani, Senior Advocate and a well-known legal luminary. While releasing my first book on Company Law Settlement Scheme as Chief Guest in the year 2000, Mr. Jethmalani said, “I am happy that Ashish has written this wonderful book on a procedural law. I would be more happy if he writes a book on substantive law in future.” This statement continued to ring in my ears for all these years. Corporate Law runs in my veins and I cannot imagine life without corporate law. As Corporate Trainer while training Directors to discharge their role in the companies, I realized that there is no consolidation of knowledge and precedents as to functioning of directors is concerned. While speaking at such forums, I noticed that there was a huge demand of a book on directors to guide them in discharging their role as a director. It is a passionate project with fullest of support from the publishers Lexis Nexis.
Please tell us about your writing experience.
Writing a book requires commitment, passion and inclination besides knowledge of the subject. It requires a lot of study and research. My experience as a Chartered Accountant, Corporate law practitioner, Corporate Trainer and stints as Independent Director in large private and public sector companies helped me to gain insight into the problems faced by a director of any company particularly in the recent era of heightened Corporate Governance. The writing flow in the book is smooth and I have avoided using legal jargons for ease of understanding. I have noticed that, now-a-days, the directors are a frightened lot because of huge penalties and liabilities under the 2013 Act. This book eases their tension and inspires them to function as director. The book advises them to discharge their functions in a certain way while simultaneously building a ‘Safety Net’ around them.
What is your legal/academic background?
Interestingly I have a combination of finance, accounting and legal background. As alumnus of Shri Ram College of Commerce having done my Bachelor of Commerce (Hons.) in 1986, I aspired to be a Chartered Accountant. I completed my Chartered Accountancy and Cost Accountancy simultaneously. While appearing before Company Law Board as a CA, I was inspired to pursue LLB from Delhi University. The study of law motivated me to get into deeper analysis and I completed my LLM from Kurukshetra University and later on did another LLM from Thomas Jefferson School of Law, California, USA with core concentration in Bankruptcy Law. I have served on various committees of Ministry of Corporate Affairs. My corporate, financial and legal experience has helped me bringing it all together in the form of this book on Corporate Directors.
Give us an insight into your book. What are the unique points in the book?
The book itself is one of its kind. It is meant to be a handbook for every director. In the beginning, an overview of the 2013 Act has been given. From there it moves on to explaining the meaning and expectations from Directors. The book explains the new concepts of key managerial personnel, independent directors, nominee directors, women directors, related party transactions, corporate social responsibility, disclosure practices, duties of directors and corporate governance. I observed that directors having no financial background were finding it hard to understand financial statements. A separate chapter guides them as to how to read financial statements. Every one talks about liabilities of director and no one talks about powers of directors. This book contains a chapter on powers of directors. The most outstanding feature of the book is the Chapter on ‘Safety Net’. This chapter guides the directors to remain safe in the domain of uncertainties and complexities.
The Insolvency and Bankruptcy Code, 2016 has received the President’s assent and the Companies Bill, 2016 is in the pipeline to get notified, will there be new edition to this book?
This aspect has been taken care of in this edition itself. The book is futuristic and covers the amendments consequent upon the Insolvency and Bankruptcy Code, 2016. We have also included the effect of proposed changes of Companies Bill, 2016 by indicating them separately in the book at required places. Effectively, all changes have been covered and the readers are getting updated material.
Tell us about the specific focus of the book. Is this book only meant for directors?
This is a pertinent question. While primarily this book focuses on directors and acts as guide to them but the legal heads, legal practitioners, company secretaries and finance professionals will find this book useful from legal perspective. The legal analytical discussion deals will be of huge interest to practitioners in corporate law. The Researchers can also make use of this book as the book is based on deep research of the subject.
While writing the book did you face any challenge?
Writing any book is itself a challenge. It requires precise planning, deep study and expressing your thoughts in a cogent manner. Additionally, I was challenged to channelize my experience as a director in several companies and as a corporate trainer, in the form of writing. I enjoyed the process thoroughly and I am pleased with the end result.
In the changing corporate scenario, where new Amendments are being carried out, how far will the book be helpful for the directors?
This is precisely where it fills the gap. With the introduction of 2013 Act, the core of corporate functioning has shifted to excellence in corporate governance. The spotlight is on governance team i.e. the Board. Even when an account becomes an NPA, the questions are being raised on directors who sit on the board of the companies. With so many changes in recent past, it is imperative that the directors should know about their roles and responsibilities at one place. I am sure that this book will enable the directors to discharge their functions diligently.
How is your book more useful/beneficial/helpful as compared to the other reading materials/books available on directors?
Consolidation is the key. Another aspect, which cannot be ignored, is the practical knowledge. In the age of information, there is no dearth of material on any subject. The authenticity of such material, however, remains doubtful. This book is a combined result of research and experience and it offers practical solutions to directors in many situations by removing the layers of complexities.
How did you make time for literary work despite your busy schedule?
The key driver for writing a book is purely passion. If one is passionate about anything, nothing can stop him or her. Secondly, it is a matter of prioritizing your tasks. For me, academic projects ignite me with knowledge and making time is no constraint.
Has your background as Standing Counsel for Official Liquidator helped?
Experience in every sphere helps. As Standing Counsel for the Official Liquidator attached to High Court of Delhi, the experience has greatly helped particularly in companies facing winding-up. The book is a result of experience of last 27 years in corporate law field.
What advice would you give to aspiring writers?
Writing requires time and passion. Many outstanding persons have wealth of knowledge but putting it on paper requires clarity of thought and expression. The aspiring writers can begin their journey by writing blogs on subjects of their interest later on graduating to articles, papers and then books. They will realize that writing is no cakewalk as it requires deep study and visualization.
How did you convince the leading Publishers Lexis Nexis for this Book?
I must tell you that my first meeting with the publishers was very cordial. No convincing was required. Once they were sure of credentials, there was no looking back. I must thank their teams for huge support. We are working together on few more projects.