Definition:-: Section 2

DEFINITION :-
The directors of a company are selected according to the Articles of Association of the
company and provisions of the Companies Act. They are in charge of the management
of the affairs of the company. The directors are collectively called the board of
directors. The Board is the company's executive authority.
A director is an officer of the company within the meaning of Section 2(30).

Section 2 (13) states that a director includes “any person occupying the position of the
director By whatever name called”.
The Welfare of the shareholders and of the company depends upon who the directors
are and how they carry out their duties and responsibilities. To protect the interests of
the company and of the shareholders, the Companies Act contains detailed rules
regarding the appointment, ,Remuneration, powers, duties, liabilities and various other
matters concerning directors.
= > A company, though a legal entity in the eyes of law, is an artificial person, existing
only in contemplation of law it has no physical existence. It has neither soul nor body of
its own. As such it cannot act in its own person. It can do so only through some human
agency. The persons who are in charge of the management of the affairs of a company
are termed as directors. They are collectively known as board of directors or the board.
The directors are the brain of a company. They occupy a pivotal position in the structure
of the company.
The supreme executive authority controlling the management and affairs of a company
vests in the term of directors of the company, collectively known as its board of
directors. At the core of the corporate governance practice is the board of directors
which oversees how the management serves and protects the long-term interests of all
the stakeholders of the company. The Institution of board of directors was based on the
premise that a group of Trustworthy and respectable people should look after the
interests of the large number of shareholders who are not directly involved in the
management of the company. The position of board of directors is that of trust as the
board is entrusted with the responsibility to act in the best interests of the company.
Although the board comprises individual directors, yet the actions and deeds of
directors individually functioning cannot bind the company, unless a particulate director
has been specifically authorized by a board resolution to discharge certain
responsibilities on behalf of the company.
The Companies Act 2013 does not contain an exhaustive definition of the term
director.
Section 2(34) of the Act prescribed that “director” means a director appointed to the
board of a company.
Section 2(10) of the Companies Act, 2013 defined that “Board of Directors” or “Board”
in relation to a company, means the collective body of the directors of the company.
The term “Board of Directors” means a body duly constituted to direct, control and
supervise the affairs of a company.
As per Section 149 of the Companies Act, 2013, the Board of directors of every
company shall consist of individual only. Thus, no body corporate, association or firm
shall be appointed as director.
Again Section 166(6) of the Companies Act, 2013, prohibits assignment of office of
director to any other person. Any assignment of office made by a director shall be void.
A company is an artificial person. So, it acts through an agency of human beings. The
directors of a company serve the purpose of agency for the company, they act as an
agent for performing various activities of the company.
Who can be director:-

Body corporate, Association, LLP or firm cannot be appointed as director of a
company.
Only an individual who has obtained Director Identification Number (DIN) can be
appointed as director.
Foreign National or NRI can be appointed as director.
There is no age limit for appointment of director but minor cannot be appointed as
director.
Legal position of Directors:-

The true position of company directors is that of agent and their real relationship with
the company is governed by the arrangement of agency as governed by the Contract
Act. This position was established long back in Ferguson v. Wilson.
To some extent, directors are also trustees for the properties of the company and of the
rights, which are conferred on them by law and conventions. Directors stand in fiduciary
position towards the company in regard to the powers, conferred on them by the
Companies Act or by the articles of the company, and also with regard to the funds of
the company, which are under their control. (Smith v. Anderson)
It Must, however, be noted that directors are not trustees for the company in the strict
legal sense, as they manage the property of the company which is not vested in them.
Where as the property of a trust is vested in its trustees and they manage the same.

Definition:-: Section 2

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Definition:-: Section 2

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DEFINITION :-

A director is an officer of the company within the meaning of Section 2(30).

Who can be director:-

Legal position of Directors:-

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