ROUGH DRAFT OF Corporate Law-I PROJECT

TOPIC Role of directors in company management

Submitted to: Mrs. Nandita S Jha (Faculty of Corporate Law - 1)
Submitted by: Krishna Chaitanya
Roll: 935
7th Semester, B.A. LL.B. (Hons.)
Date: 07/09/2016
INTRODUCTION
A company is a legal entity and does not have any physical existence. It can act only through
natural persons to run its affairs. The person, acting on its behalf, is called Director. A director is
a person who has control over the direction, conduct, management, or superintendence of the
affairs of the company. The Companies Act, 2013 defines a Director as including any person
occupying the position of a Director, by whatever name called. The definition of Director given
in this clause is an inclusive definition. It includes any person who occupies the position of a
director is known as Director whether or not designated as Director. It is not the name by which a
person is called but the position he occupies and the functions and duties which he discharges
that determine whether in fact he is a Director or not. So long as a person is duly, appointed by
the company to control the company's business and, authorized by the Articles to contract in the
company's name and, on its behalf, he functions as a Director.
A Director plays a dual role, (i) as an agent of the company; and (ii) as a person with a fiduciary
duty to the company, while discharging his duties. A Director rarely has powers to discharge his
duties as an individual Director. It is the Board that has the power and authority to carry on the
activities of the company and to meet the business objectives of the company as a team. A
Director is an agent of the Company for the conduct of the business of the company. Directors of
a company have fiduciary relationship with the company as well as the shareholders when he
acts as an agent or officers of a company. The director as the Companies Act, 2013 indicates,
hold an extremely important position in the administration and management of a Company.

AIM & OBJECT OF STUDY:

1) To understand the position of directors in the company.
2) To examine the role of directors in company management.
3) To know about the duties and liabilities of directors in a company.

RESEARCH METHODOLOGY:
In this project doctrinal method of research will be used. Doctrinal method refers to library
research, research done upon some texts, writings and documents. It also includes the research
done upon the internet and other resources.

TENTATIVE CHAPTERISATION:
1. INTRODUCTION
2. ROLE OF DIRECTORS IN COMPANY MANAGEMENT
3. DUTIES AND LIABILITIES OF DIRECTORS IN A COMPANY
5. CONCLUSION AND RECOMMENDATION

BIBLIOGRAPHY:
1

Chakrabarti, A.M., Taxmanns Company Law, Volume 1, Taxmann Allied Services Pvt

Limited.
Datey, V.S., Taxmanns Business and Corporate Laws, 4th Edition, Taxmann Allied

3
4

Services Private Limited.

Datta, Datta On The Company Law, Eastern Law House, Calcutta.
Detailed Analysis & Commentary on the Companies (Amendment) Act 2000, Snow

White Publications Pvt Ltd, First Edition 2000.

5 Ghosh, P.K. & V. Balachandran, Company Law and Practice, Sultan Chand & Sons, New
Delhi, Fourth Edition 1989