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DUTIES OF DIRECTOR WITH REFERENCE TO PUBLIC AND

PRRRIVATE COMPANY: TOPIC OF CORPORATE LAW

Submitted By:- Submitted To:-


Raghav Sood Ms. Akansha
BBA.LLB (Vth Sem) Professor- Corporate Law
Introduction
A Director of a company is an appointed or elected member of the board of directors of a
company who, with other directors, he has the responsibility for determining and implementing
the company's policy. A company director doesnt have to be a stockholder (shareholder) or an
employee of the firm, and may only hold the office of director.1

Directors act on the basis of resolutions made at directors' meetings, and derive their powers from
the corporate legislation and from the company's articles of association. As the company's agents,
they can bind the company with valid contracts entered with third-parties such as buyers, lenders,
and suppliers.
Directors are the trustees for the firm and not for individual stockholders, but they may be sued by
the stockholders and be held personally liable for the consequences of the acts that are fraudulent
or beyond their vested powers. Also, whether appointed validly or not, they are individually and
collectively liable for the acts and/or negligence of the firm.

1
http://www.businessdictionary.com/definition/company-director.html
Law Applied

Sec 149 of Companies Act, 2013, tells us how many Directors a company can have based upon on
its type, whether it is a public or private company or whatever.

149. Company to have Board of Directors2


(1) Every company shall have a Board of Directors consisting of individuals as
directors and shall have
(a) a minimum number of three directors in the case of a public company, two
directors in the case of a private company, and one director in the case of a One
Person Company; and
(b) a maximum of fifteen directors:
Provided that a company may appoint more than fifteen directors after passing a
special resolution:
Provided further that such class or classes of companies as may be prescribed, shall
have at least one woman director.

2
Companies Act, 2013, Sec 149- (2) Every company existing on or before the date of commencement of this Act
shall within one year from such commencement comply with the requirements of the provisions of sub-section.
(3) Every company shall have at least one director who has stayed in India for a total period of not less than one
hundred and eighty-two days in the previous calendar year.
(4) Every listed public company shall have at least one-third of the total number of directors as independent directors
and the Central Government may prescribe the minimum number of independent directors in case of any class or
classes of public companies.