The principle of fiduciary duty comes from the concept of acting in good faith. One is bound to protect the interests of the other between two people and if the former use of that relationship renders an undue enrichment or unfair advantage gained from another, it is against the ethos of fiduciary duty. A director's fiduciary obligation is assumed to be equivalent to the obligations owed by a trustee to a beneficiary. As trustees, the directors are obligated to behave in the best interests of the recipient, that is to say, the company or its stakeholders. Directors are the sine qua non for the functioning of a corporation. Assuming power positions allows the director to conduct the affairs of the company in good faith. The roles of executives were documented in S.291 only briefly in the former Companies Act of 1956. All cases have been adjudicated on the principles of common law and justice about the duties of a director. The general rule is that a fiduciary relationship between a director and shareholder is not to be imputed, it only applies to the company. Although it is widely agreed in Indian jurisprudence that directors bear no fiduciary duty to shareholders, in special and extraordinary circumstances such obligation is attracted.

There main fiduciary duties owed by Directors are:

1. A director must only act within the powers provided by the Constitution of the Company

This first responsibility is that, under the constitution of the company, a director must behave within his authority. The constitution of the organization contains its constitutional articles of association, resolutions, and agreements (for example, shareholder or joint venture agreements). The model articles available to private or public corporations may have been used by companies or their personalized articles of association may have been developed. It is important to be familiar with these constitutional documents for directors, as these will explain and detail any limitations to the decision-making powers of a director. Directors shall behave in compliance with this provision and shall only exercise their powers for the purposes for which they have been granted those powers.

2. A director has a primary responsibility to encourage the company's efficiency.

One of the director's most well-known roles is this. 'Success' is usually perceived to be a long-term improvement in value, but it is up to each director to decide in good conscience if it is acceptable for the company to take a certain course of action before a decision is made.

3. A director must exercise autonomous judgment. 

Directors must make their judgments and exercise their impartial judgment, and shareholder orders should not necessarily be followed as though they were orders. This implies that by forming their own opinion, they can not depend on the expertise of other members of the organization or experts, they must come to their own decision.

4. In his position, a director must practice fair care, ability, and diligence.

Directors must be fairly vigilant and practice the same care, capacity, and diligence that a person of general knowledge, ability, and experience who performed the same duties as that director about the company will exercise.

5. Interests and benefits conflicts

A director must avoid conflicts between his or her position and his or her interests and avoid circumstances in which he or she has, or may have, an interest that conflicts with, or may conflict with, the company's interests. In particular, this refers to the exploitation of any opportunity, knowledge, or property, irrespective of whether the company might take advantage of it. A director can not consider benefits that come from his position from third parties. Directors do not consider again from a given third party because as a director they do (or do not) anything.

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.