Position of Directors under Law.

The Directors are to perform various duties towards the company as an agent, a trustee, an officer, etc., They act as agents to bind the company to their principal whenever they enter into any contracts or transactions on behalf of the company, though there are certain acts which cannot be delegated and the company has to perform as the agent as well as the principal. Whenever a director acts in a particular capacity the company cannot negate or discard his decision or force him to do something against his will but surely as the power to replace the director. Section 2 (59) of the Company Act, 2013 defines ‘officer; which includes a director as well, and as an officer is an employee so is the director by that analogy. It is important to understand the extent of their responsibilities to determine their lawful liabilities. Non-Executive are commonly known as external directors, independent directors, etc, and are not involved in active management of the company but are equally liable for the company’s failures or success which is outlined under the tax and statutory laws enacted. Under section 2 (1)(k)* anyone who is a director and serves as the whole time employee of the company shall be called an Executive Director. Simply, anyone who does not fall under the above-mentioned section shall be the non-executive director. Thus, it can be concluded here that everyone except the Wholetime Director or the Managing Director will serve as the non-executive director. Independent Directors are the most common type of non-executive directors involved and discussed; who helps the company to maintain a standard of corporate governance because large public and private companies contribute towards to the economy and society to have a greater impact. If the board members are engaged in any illegal or unlawful activities they have to report or stop them from doing so. Under s. 149(4) in every listed public company, the Board of Directors must have one-third of the total members as an Independent Director. For unlisted public companies, the Central Government is empowered to decide the maximum and a minimum number of directors but under Rule 4 of the Companies Appointment and Qualification of Directors 2014, a minimum of 2 directors are to be appointed as independent directors. Section 149 (6) of the Act, lays down the requirements which can be termed as a qualification to be appointed as an independent director:

This Article Does Not Intend To Hurt The Sentiments Of Any Individual Community, Sect, Or Religion Etcetera. This Article Is Based Purely On The Authors Personal Views And Opinions In The Exercise Of The Fundamental Right Guaranteed Under Article 19(1)(A) And Other Related Laws Being Force In India, For The Time Being.