The Ministry of Corporate Affairs (MCA) has taken a few severe actions in regard to the directors of the company that involves DIN deactivation, show cause notices, strike off the companies, KYC, etc. These measures are taken in order to align Indian businesses with global standards. Therefore, it is the time when the Indian companies that are closely held by the family members, whether public or private, need to change their way of thinking and start complying with these rules and regulations. As per the Companies Act 2013, it is the responsibility of the board that the rules and regulation made under the act are followed and complied.
It has been discovered that the companies which have a transparent business policy and complied timely with the laws, have an edge over its competitors. In order to establish transparency, companies have to comply with the provisions of the law and follow the advice of professionals like auditors and company secretaries.
Directors are the backbone of any company. Any failure or default in obliging with their duties will not only lead to punishment or penalty but also lead to losses for shareholders and hamper the reputation of the company. Although most of the directors are loyal to their companies, they are not able to comply with the laws due to lack of awareness and knowledge.
In this article, we will guide you on the duties and responsibilities of the directors of the company.
How Company is Different from Proprietorship or Partnership Firm
Let us have a look at some of the points that differentiate a company from proprietorship or partnership firm.
- A company is a separate legal entity.
- Company has limited liability.
- Company has perpetual succession and never dies unless there is a wound up.
- Company is an artificial person.
- Shares of the company can be transferred freely and easily.
- The directors or shareholders or members cannot claim themselves to be the owner of the company’s property.
- A company can sue and can be sued.
- A company has a dual relationship.
- Even though a company is not a citizen but it has its nationality and residence.
Board of Directors
A company performs its functions through shareholders and board of directors. The board of directors of a company looks after the business of the company, makes operational and strategic decisions and ensure that the company meets its statutory obligations. Board of directors can be said to be the backbone of the company as the overall performance of the company is dependent upon them. The directors are responsible for achieving the objectives of the company mentioned in its memorandum of association.
Directors
As per section 2 (10) of the Companies Act 2013, the board of directors in a company is a collective body of the individual directors. Under section 2 (34) of the act, a director is a person who is appointed to the board of a company. The board of directors is a body of individuals who collectively take decisions to direct, supervise and control the functioning of a company. Section 149 of the Companies Act 2013, says that the board of directors of a company should comprise of individuals only. This means that no association, firm or body corporate can be appointed as a director. No one can assign the office of director to any other person under section 166 of the Companies Act 2013. Any assignment made would be void. This brings to the conclusion that in a company only individuals can be a director and such appointed director cannot assign his office.
Importance of Directors
Directors represent the company. Even though the shareholders have the authority to decide on the appointment and removal of directors, it is the directors who run and manage the business. If a company does not comply with any provisions of the companies act, the company shall be liable for fine or penalty because of the board of directors. The board of directors can do anything which is beneficial for the company and within their powers. However, the board of directors cannot exercise any power which is restricted as per the provisions of the Companies Act 2013 or the memorandum or the articles of the company. To conclude, directors perform multiple roles in a company and the performance of the company is dependent on them.
Duties and Responsibilities of Directors
Directors must ensure that the company is managed in the most efficient manner. They must use their powers wisely and delegate the responsibilities to CEO, CS, MD, etc. In the end, the responsibility of the company’s performance will be on the shoulders of the directors.
