What are the duties of directors? What is vacation of office of director? Section 166 and 167 of Indian Companies Act 2013

Duties of directors and Vacation of office of director  are defined under Section 166 and 167 of Indian Companies Act 2013. Provisions under these sections are:

Section 166 of Indian Companies Act 2013 "Duties of directors"

(1) Subject to the provisions of this Act, a director of a company shall act in accordance with the articles of the company.

(2) 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.

(3) A director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.

(4) A director of a company shall not involve 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.

 

(5) 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.

(6) A director of a company shall not assign his office and any assignment so made shall be void.

Punishment for violation of Section 166 of Companies Act 2013 regarding duties of Directors

(7) 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.

Section 167 of Indian Companies Act 2013 "Vacation of office of director"

(1) The office of a director shall become vacant in case -

(a) he incurs any of the disqualifications specified in section 164;

(b) he absents himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board;

(c) he acts in contravention of the provisions of section 184 relating to entering into contracts or arrangements in which he is directly or indirectly interested;

(d) he fails to disclose his interest in any contract or arrangement in which he is directly or indirectly interested, in contravention of the provisions of section 184;

(e) he becomes disqualified by an order of a court or the Tribunal;

(f) he is convicted by a court of any offence, whether involving moral turpitude or otherwise and sentenced in respect thereof to imprisonment for not less than six months:

Provided that the office shall be vacated by the director even if he has filed an appeal against the order of such court;

(g) he is removed in pursuance of the provisions of this Act;

(h) he, having been appointed a director by virtue of his holding any office or other employment in the holding, subsidiary or associate company, ceases to hold such office or other employment in that company.

(2) If a person, functions as a director even when he knows that the office of director held by him has become vacant on account of any of the disqualifications specified in subsection (1), he shall be punishable with imprisonment for a term which may extend to one year or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees, or with both.

(3) Where all the directors of a company vacate their offices under any of the disqualifications specified in sub-section (1), the promoter or, in his absence, the Central Government shall appoint the required number of directors who shall hold office till the directors are appointed by the company in the general meeting.

(4) A private company may, by its articles, provide any other ground for the vacation of the office of a director in addition to those specified in sub-section (1).

Should appointment of directors to be voted individually? What is option to adopt principle of proportional representation for appointment of directors ? Section 162 and 163 of Indian Companies Act 2013

What are the disqualifications for appointment of director? What is the maximum Number of directorships? Section 164 and 165 of Indian Companies Act 2013

What are the duties of directors? What is vacation of office of director? Section 166 and 167 of Indian Companies Act 2013

Resignation of director and Removal of directors. Section 168 and 169 of Indian Companies Act 2013

Register of directors and key managerial personnel and their shareholding, What is Membersí right to inspect? What is Punishment? Section 170, 171 and 172 of Indian Companies Act 2013

What are the Meetings of Board? What is Quorum for meetings of Board? Section 173 and 174 of Indian Companies Act 2013

What is Passing of resolution by circulation? Defects in appointment of directors not to invalidate actions taken, What is Audit Committee? Section 175, 176 and 177 of Indian Companies Act 2013

What is Nomination and Remuneration Committee and Stakeholders Relationship Committee? Section 178 of Indian Companies Act 2013

What is Powers of Board? What are the Restrictions on powers of Board? Section 179 and 180 of Indian Companies Act 2013

 

Home     About Us     Privacy Policy     Disclaimer    Contact Us  Sitemap