Section 166 mandates that a director must act in good faith, exercise due and reasonable care, skill, and diligence, avoid conflicts of interest, and not assign their office to another.
Corporate Governance
Advising boards of directors, audit committees, and independent directors on fiduciary duties and SEBI LODR compliance.
Corporate Law
Advising boards of directors, audit committees, and independent directors on fiduciary duties and SEBI LODR compliance.
Strong corporate governance ensures transparency, protects shareholder value, and shields directors from personal criminal and civil liability under the Companies Act 2013 and SEBI (LODR) Regulations.
Bail & Trial provides strategic corporate governance advisory. We guide boards of directors, audit committees, and independent directors on fiduciary responsibilities, related party transaction approvals, insider trading policies, and board evaluation.
Board Governance & Director Fiduciary Advisory
Guiding boards of directors, audit committees, and independent directors.
- Director Fiduciary Duties (Sec 166)
- SEBI LODR Board Compliance
- Related Party Transaction (Sec 188) Audit
Our Expertise
Our Expertise in Board Governance
Mitigating director liability and structuring ethical board decisions.
Director Duty & Liability Shield
Protecting independent and nominee directors from personal liability.
- Section 166 fiduciary duty compliance audit
- Independent Director liability shield defense
- Directors & Officers (D&O) policy advisory
Board Committee Governance
Structuring Audit, Nomination & Remuneration, and Stakeholder committees.
- Audit Committee charter & approval processes
- Related Party Transaction (RPT) approvals under Sec 188
- Vigil Mechanism / Whistleblower policy implementation
Dispute Resolution
Managing Board Governance
Best practices under Companies Act and SEBI LODR.
Option 01
Section 188 RPT Audit
Auditing related-party contracts to ensure arm's length pricing.
Option 02
Independent Director Advisory
Providing independent legal counsel to non-executive directors.
Option 03
SEBI LODR Compliance Report
Drafting quarterly and annual corporate governance report disclosures.
What We Do
Services for Boards, Committees & Directors
Complete corporate governance advisory suite.
Board Evaluation & Charters
Formulating annual board performance evaluation frameworks.
Conflict of Interest Management
Handling director disclosure of interest under Section 184.
Listed Company Governance
Compliance with SEBI Listing Obligations and Disclosure Requirements (LODR).
ESG & Sustainability Governance
Advising on Environmental, Social, and Governance (ESG) disclosures.
Common Matters
Key Director Fiduciary Provisions
Statutory duties under Section 166 of the Companies Act.
Duty of Good Faith & Care
Directors must act in good faith to promote company objects in the interest of all stakeholders.
No Conflict of Interest
Directors shall not involve themselves in situations where direct/indirect interest conflicts with company interest.
No Undue Gain or Advantage
Directors shall not achieve or attempt to achieve any undue gain or advantage for self or relatives.
Our Process
Our Governance Advisory Workflow
How we support corporate boards.
1
Entity & Governance Assessment
Assessing statutory corporate obligations, board mandates, and capitalization structures for Corporate Governance.
2
Legal Due Diligence & Audit
Reviewing Articles of Association, shareholding ledgers, MCA filings, and third-party contracts.
3
Drafting Core Charters & Agreements
Formulating customized shareholder agreements, commercial deeds, and corporate resolutions.
4
MCA & Regulatory Approvals
Filing statutory forms with the Registrar of Companies (ROC), NCLT, and sectoral authorities.
5
Negotiation & Dispute Management
Resolving deadlock, investor conflicts, or restructuring bottlenecks through structured counsel.
6
Execution, Compliance & Annual Shield
Final execution, statutory register maintenance, and continuous corporate governance monitoring.
Why Choose Us
Why Choose Us for Corporate Governance
Trusted advisors to corporate boards and independent directors.
Director Protection Focus
Ensuring board minutes reflect proper due diligence to shield directors from liability.
SEBI & MCA Regulatory Insight
Keeping boards updated on changing corporate regulatory frameworks.
Have Questions?
FAQ about Corporate Governance
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What are the statutory duties of a Director under Section 166 of the Companies Act 2013?
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Are Independent Directors liable for company defaults?An Independent Director is liable ONLY for acts of omission or commission by a company which occurred with their knowledge, consent, or connivance, or where they failed to act diligently.
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What constitutes a Related Party Transaction (RPT) under Section 188?Section 188 governs contracts/arrangements between a company and its related parties (directors, key managerial personnel, relatives, or associated firms) regarding sale/lease of goods, property, or services.
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What is the statutory process for compounding technical MCA defaults?Under Section 441 of the Companies Act 2013, a company can file a compounding application admitting technical non-compliance, pay a reduced fine to NCLT/RD, and avoid court prosecution.
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What are the consequences of non-compliance with annual ROC filings?Delayed AOC-4 and MGT-7 filings incur daily additional late fees of Rs. 100 per day, director DIN disqualification for 3 consecutive years of non-filing, and risk of company strike-off.
Book a Consultation
Book a Consultation
Speak with our legal experts for personalized advice and strategic representation.
Book an Appointment
Schedule your initial legal consultation with our team.