Breach of Duty of Care

Question: Explore "Breach of duty of care andDrafting company documents". Answer: Part I:Breach of duty of care Issue: Gamma was the Board Member of the company Second Millennium Limited. Delta Do is an acclaimed actor and entertainer. She was invited to join the board due to her channels and connections with high net worth individuals and she replaced Sigma Su. Then the fortune of the business fluctuated and collectors can pay only the anticipated amounts whether the other items of memorabilia may be hard to replace. Movie industry is notoriously slow to pay its bills. Then alpha propose to acquire a factory in Iceland for own source of supply which was currently owned by GBH. In the mean time When Beta tried to contact the Board Members, Alpha and Delta could be contacted, Gamma asserts that he knows nothing, she even tried to contact Sigma but Beta send the message that to transfer the $2 million to the account of GBH to finalize the purchase. Again this deal was to be cancelled by Alpha. This action was hasty and resulted in damage for the company which will be very difficult to recover fr om Law: The Corporation act 2001 Sect 588G introduced a statutory code of directors general duties first time. This statutory codes expressly preserves the effects of the previous case laws and precise the nature of those duties to develop any other later case laws (Belcher, A., 2005). The statutory scheme on directorsà ¢Ã¢â€š ¬Ã… ¸ duties is contained in Chapter 2 a 1, section 112, titled General Duties of Duties, types of companies are registered. That Chapter covers the principles in sect 181 and 182, where good faith and purpose of the company is revealed. The ambit of the statutory scheme is set out in section 183 as per Corporation act of Australia (Tomasic, et al, 2002). As per the section 588G of Corporation act directors are treated with their duties (Ramsay, et al, 2007). As a result of that, a person who controls a company or who performs the duty of a director without being formally appointed as such may not avoid liability for breach of duty simply of the fact that not being appointed formally as a director (Harris, et al, 2006). Application: Here in the above case law, the director Gamma Zhan, who is a director of the company Second Millennium Limited, and was at the first time of the companys incorporation. So as per the duty of the director of Gamma is concerned, Gamma asserted not knowing anything at the time when he was asked over phone by Delta. So this is not a breach of contract because of the fact that Gamma was formally appointed in this company and was present from the beginning. Conclusion: So in the above context, it is the Delta who makes the breach of contract of the duty of the directorship on the fact that she was in the board of the director and being a director she was not reachable when contacted by Beta and in her comment she asserted that she has joined just and has to go long for such things. Again she was appointed due to her connections and channels with the high net worth individuals instead of appointed formally. Alpha was also was not available on the phone but later on she tried to cancel the deal. So the advice is that Gamma has not breached the directors duty of care when he surrendered by saying that he knows nothing about the deal. Part II: Drafting company documents Steps involved on the Resignation of a Director from a company, as per the Companies Act, 2013 are as follows: 1. The director intending to resign shall send a notice to the company in written and the resignation will take effect from the date on which the notice is received by the company or from the date specified by the director in his notice, whichever is earlier. 2. The director is liable, even after the resignation take effect, on the offences occurred during his tenure (Blanchard, et al, 2007). 3. The director has to file the Form DIR 11, and mention therein the reason for resigning; the copy of notice sent to the company, proof of dispatch and has to the said form within the 30 days from the date of his resignation along with the prescribed filing fees as per Corporation act (Turley, et al, 2001). In the Form DIR 11, for resigning from the post of director, there should be an appointment date. The DIN of the director is necessary in the alternate appointment. The filing and registration date of the company should be done. The notice of the resignation specification should be mentioned (Woodward, et al, 2005). The resignation should be entered in the e-form, DIR-12. The reason of the resignation should be mentioned (Keay, et al, 2005). References: Belcher, A. (2005), Directors' decisions and the law. Blanchard, P. Barker, S. (2007). Business insolvency. [Wellington, N.Z.]: NZLS, Family Law Section, Property Law Section [and] Continuing Legal Education. Harris, J. Baxt, R. (2006). Corporations legislation 2006. Pyrmont, N.S.W.: Thomson Lawbook Co. Keay, Andrew. Company Directors' Responsibilities To Creditors in Australia. Hoboken: Taylor Francis, 2005. Print. Ramsay, Ian M. Corporate Governance And The Duties Of Company Directors. Melbourne: University of Melbourne, Centre for Corporate Law Securities Regulation, 2007. Print. Tomasic, R., Bottomley, S., McQueen, R. (2002). Corporations law in Australia. Leichhardt, NSW: Federation Press. Turley, Ian F and Ayshia Rizza. The Financial Services Reform Act 2001. Melbourne: Leo Cussen Institute, 2002. Print. Woodward, S. Bird, H. (2005). Corporations law. Pyrmont, NSW: Lawb