Directors under Company Law by Samidha Hegde@Lexcliq


The Companies Act 2013 under the section 2(34) defines the term ‘Director’ as a person who is appointed and designated as the director of the company to carry out the affairs of the company in accordance with the MOA and AOA of the company. Section 2(10) of the companies act 2013 defines the term Board of Directors as the group of directors of the company.

Thus, we can say that the meaning of director is the officers of the company appointed to govern the affairs of the company. They are the top-level management officials in the company. A director is the agent of the company for the reason that they act on behalf of the company. They are the trustee of the company as entrusted with the assets and funds of the company and they have to use their power to apply these in the interest of the company and shareholders.

They are also the officers of the company according to section 2(59) of the companies act 2013 which says that the officers of the company include Directors and other few officials.



In the case of a public company or a private company which is a subsidiary of a public company, the remuneration payable is subject to the provisions of the Companies Act, and may be determined either by the Articles or, if the Articles so provide, by a special resolution of the company in general meeting.


Qualification For Appointment of Directors

The Act has a dedicated provision which is Section 162 that underlines the reasons for which a person may not appoint as a director. There is no such provision regarding the qualification under the Act. However, requirements can be listed as below:

  1. The person must have completed the age of eighteen or above.
  2. Nationality can be that of Indian or otherwise.
  3. The person should have his own Digital Signature Certificate (DSC) through which Director’s Identification Number (DIN) shall be obtained.
  4. The person has to furnish a written declaration expressing his consent to act in the position of Director and he is not a person who falls under the category of disqualified members.
  5. There is no academic qualification that needs to be held by the person who is desirous of obtaining the directorship of a company.


Duties of Director The director plays a pivotal role in any company.

Section 166 of the Companies Act 2013 states some of the duties of a director.

If any director contravenes any of the provision of section 166 and failed to fulfil his duty then she shall be liable to fine of an amount not less than one lakh rupees which can extend to five lakh rupees.

Section 128- Duty to maintain books of accounts and auditing of the books, duty to appoint auditors.

Section 135- Duty to ensure planning and execution of Corporate Social Responsibility initiatives.

Section 184- Duty to disclose his interest in a related-party transaction.

Section 96- Duty to hold statutory meetings of company.


Removal of Directors

A Director can be removed by an ordinary resolution of the general meeting after a special notice has been given, before the expiry of his term of office. However, this is not applicable to Directors appointed by proportional representation or the Directors appointed by the Central Government.





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