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1. 1.10.1 General Duties of a Director The directors are
very important persons in the corporate affairs. They derive their duties wowing to the
position and role that they have in the company. Their duties also ooze out from their
fiduciary capacity.
Generally a director is expected to show great amount of skill and care in the all transaction
where he is representing the company to the world. A director has to conduct the affairs of
company in such a manner that all the decisions taken by them may serve the interests of
company and all its stakeholders. He should not run the company in autocratic way.
Generally powers of substantial nature are not exercised by the directors alone and they are
subject to final confirmation of general body of company. Substantial powers are exercised
by board in board’s meetings. Generally for better internal management of the corporate affairs,
the Articles of the company details out the role, responsibilities and duties of directors in
routine and extraordinary business of company.
He must be meticulous especially in financial transaction, account keeping and auditing
of books of account. Though doctrine of indoor management is a relic of past but on the basis
of it the third party may bind the company for reckless transactions done by reckless directors,
therefore in performance of duties, great amount of care and skill is expected from
directors. He in general sense has following duties: Now these duties have been given
statutory recognition categorically under section 166 which provides that a director of a
company shall act in accordance with the articles of the company. A director of a company
shall act in good faith in order to promote the objects of the company for the benefit of its
members as a whole, and in the best interests of the company, its employees, the
shareholders, the community and for the protection of environment. A director of a
company shall exercise his duties with due and reasonable care, skill and diligence and
shall exercise independent judgment. A director of a company shall not involve Duty of good
faith;Duty of reasonable care;Duty not to delegate his powers;
in a situation in which he may have a direct or indirect
interest that conflicts, or possibly may conflict, with the interest of the company. A
director of a company shall not achieve or attempt to achieve any undue gain or advantage
either to himself or to his relatives, partners, or associates and if such director is found guilty
of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.
A director of a company shall not assign his office and any assignment so made shall be void.
If a director of the company contravenes the provisions of this section such director shall be
punishable with fine which shall not be less than one lakh rupees but which may extend to
five lakh rupees. 1.10.2 Statutory Duties of Directors The companies Act, 2013 at various
places describes about so many duties of directors out of which few may be seen as following:
i. Duty not to mislead by offer document; (sec. 34& 35) ii. Duty not to induce investors for
share subscription; (Sec. 36) iii. Duty not to issue irredeemable preference shares; (sec. 55) iv.
Duty to file annual return to Registrar; (sec. 92) v. Duty to hold statutory meetings of company;
(sec 96) vi. Duty to maintain books and auditing of the books, appoint auditors; (sec. 128) vii.
Duty to ensure planning and execution of Corporate Social Responsibility initiatives; (sec. 135)
viii. Duty to get DIN (sec. 156 & 159) ix. Duty to perform certain things as enumerated in
section 166. x. Duty to attend board’s meetings; (sec. 173) xi. Duty not to make political
contribution in contravention of provision; (sec. 182) xii. Duty to disclose his interest in

2. transaction; (184) xiii. Duty not to receive loan from company;(sec. 185) xiv. Duty to receive
remuneration in confirmation of provisions; (sec. 197) xv. Duty to make declaration of
solvency in winding up of the company; (sec. 305).