1-Introduction

With the aim of promoting a healthy working environment, companies are now strictly
adhering to the norms of corporate governance, wherever possible. To foster a healthy
corporate legal environment, company law plays a crucial role. From regulating the
provisions relating to the structure of the company to the management, conduct, and affairs
of the company, the company law deals with everything.
One must understand that even though, in law, a company is a separate legal entity and is
termed as a juristic person, it is just an artificial person and has its existence only in
contemplation of law. A company cannot act on its own. It requires some driving force or
human agency that can carry out the business and other affairs of the company.
From the above discussion, it is clear that a company or a corporation, though a legal entity,
does not have a physical or material existence. In order to exercise the functions, duties,
rights, and obligations and to have knowledge and intent, the presence of a natural person to
handle its affairs is significant. A corporation, not being a natural person, lacks these
attributes, and so it acts through a natural person. The affairs of the company or the
corporation are delegated to the directors, who in turn act as agents and perform the
required functions for the company or the corporation.
2-Meaning of-Director
In simple terms, the 'director' is the supreme executive authority in the company, who is
entrusted with the management and control of the company's affairs. Generally, a company
has a team of directors, which are ultimately responsible for the entire management of the
company's state of affairs. These teams of directors are collectively known as the 'Board of
Directors'. In ideal corporate governance practice, it is the team of directors that ensures the
protection of the stakeholders of the company and of other members of the company.
This institution of the formulation of a team of members, known as directors, was based on
the foundation that a company must have a team of faithful, trustable, and respectable
members who work for the betterment of the company. They are appointed to work for the
company's best interests.
It is pertinent to mention here that the directors do not work in an individual capacity, unless
specifically said so, in any board resolution meeting. It means that all the directors have to
work collectively. The work done by any director in its individual capacity is not binding on
the company.
The term 'director' is defined under Section 2(34) of the Companies Act, 2013 (hereinafter
referred to as the 2013 Act). It states that a 'director', "means a director appointed to the
board of a company." The definition provided under the 2013 Act is not an exhaustive one.
This section corresponds to Section 2(13) of the Companies Act, 1956. It defines a director
as "any person occupying the position of director by whatever name called".

3-Appointment of directors
The crucial role that the directors play in the management of the affairs of the companies is
unquestionable. Thus, the persons appointed to the post of director hold desirable qualities
and integrity. The 2013 Act has an ample body of provisions that deal with the appointment
of various directors in a very elaborate manner.
According to Section 149 of the 2013 Act, every company is required to have a Board of
Directors. The board shall have individuals as directors. Further, it provides the minimum
number of directors that a company is required to have, i.e., for a public company, the
minimum number is three, and for a private company, the minimum number is two. In the
case of a one-person company, the minimum number is one. Furthermore, the provision also
provides for a maximum number of directors, i.e., fifteen.
The following conditions needs to be fulfilled while appointing a director:
. S/he should not have been sentenced to imprisonment for any period, or a fine
imposed under various laws and statutes.
. They must not have been detained or convicted for any duration under the
Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 1974.
. S/he must have completed 25 years of age, but should be less than 70 years of age.
However, this age limit is not applicable if the appointment is approved by a special
resolution passed by the company in GM or the approval of the Union government is
obtained.
. They should be a managerial person in one or more companies and draws
Consideration from one or more companies subject to the limitations specified in
. Section III of Part II of Schedule XIII.
. S/he should be Indian Resident. It means a person who has been staying in India for a
continuous period of not less than 12 months immediately preceding the date of his/
her appointment as a managerial person and who has come to stay in India for taking
up employment in India or for carrying on business or occupation in India.
4-Duties Of Director
● Section 166 of the Companies Act, 2013 defines the duties of Directors. A Director of
a company should perform the following duties
● He should act in accordance with the articles of the company.
● He should always Act in good faith for promoting the objects of the company and for
the benefit of its members and act in the best interests of the company, shareholders,
its employees and the community at large.
● Exercise his duties with due and diligence and should exercise independent judgment.
 ● Should not involve in situations which directly or indirectly conflict with the interest of
the company.
● Should not achieve or take undue gain or advantage of his office whether for himself
or for his relatives, associates or partners.
If the director contravenes any provisions of this section, he shall be punishable by a fine of
Rs. 1,00,000 or more, which may extend up to Rs. 5,00,000.
5-Powers of directors
General powers
Section 179 of the 2013 Act provides that the Board of Directors will be entrusted with all the
powers conferred upon them by the company. The board is entitled to exercise all the powers
that the company has authorised. However, it is pertinent to note that these powers are
subject to certain restrictions.
The powers of directors are co-extensive with the powers of the company itself. The director,
once appointed, has almost total power over the operations of the company.
Powers to be exercised with general meeting approval
Section 180 of the 2013 Act mentions certain powers that can be exercised by the Board only
when they are approved in the general meeting:
. To sell, lease, or otherwise dispose of the whole or any part of the company's
undertakings.
. To invest otherwise in trust securities.
. To borrow money for the purpose of the company
Power to constitute an audit committee
Section 177 of the 2013 Act provides power to the board of directors to formulate an audit
committee. It is to be noted that the committee should be constituted of at least three
directors, including independent directors. Further, it is mandatory that the committee
should have independent directors in the majority. The chairperson and members of the audit
committee should be persons with the ability to read and understand the financial
statements.
The audit committee is required to act in accordance with the terms of reference specified by
the board in writing.
Power to constitute nomination and remuneration committees and stakeholder
relationship committee
The Board of Directors can constitute the Nomination and Remuneration Committee and
Stakeholder Relationship Committee under Section 178 of the 2013 Act. The Nomination and
Remuneration Committee should consist of three or more non-executive directors out of
which one-half are required to be independent directors.
The Board can also constitute the Stakeholders Relationship Committee, where the board of
directors consists of more than one thousand shareholders, debenture holders, or any other
security holders. The grievances of the shareholders are required to be considered and
resolved by this committee.
Power to make a contribution to charitable or other funds
The Board of Directors of the company is empowered under Section 181 to contribute to bona
fide charitable and other funds. The prior permission of the company in a general meeting is
required when the aggregate amount of contribution, in any case, exceeds 5% of the average
net profit of the company for the immediately preceding financial years.
Power to make a political contribution
Under Section 182 of the 2013 Act, the companies can make a political contribution. The
company making a political contribution should not be other than a government company or
a company that has been in existence for less than three years.
Also, the amount of contribution should not exceed 7.5% of the company's net profit in the
three immediately preceding financial years. The contribution needs to be sanctioned by a
resolution passed by the Board of Directors.
Power to contribute to the national defence fund
The Board of Directors is empowered to make contributions to the national defence Fund or
any other fund approved by the Central Government for the purpose of National Defence
under Section 183 of the 2013 Act. The amount of contribution can be the amount as much
as the company thinks fit. This total amount of contribution made is mandated to be revealed
in the profit and loss statement during the financial year to which it pertains.

6-Conclusion
From the above discussion, it is clear that the directors are the most significant and supreme
controlling authority responsible for the management of the affairs of the company. The
directors together are collectively known as the Board of Directors. The directors of the
company serve as the supreme executive authority, or, we may say, the cerebral entity,
playing a significant role in the management and control of the company's affairs. Their
ultimate goal is to make the company progress. The position of director is considered to be a
post of great responsibility within the corporate structure. In order to work for the benefit of
the company, they have been conferred with enormous powers according to the provisions
enshrined in the Companies Act, 2013. They have been equipped with these powers in order
to work for the fulfilment of the corporation's or any enterprise's objectives. Further, it is
clear that even though the directors are bestowed with enormous powers, they cannot go
beyond the scope of their powers, and their actions