Duties of Director

Duties of Director

Directors act as agents of the shareholders and act as a trustees of shareholders. Thus they have a fiduciary duty to protect the property of the company. Simply stated the following are the duties of Directors.

Collective Duties of Directors: Directors as a part of Board perform certain duties collectively. The following are some of those duties exercised collectively:-

(i) Approval of annual accounts and authentication of annual accounts

(ii) Directors report to shareholders highlighting performance of the company, transfers to reserves, investment of surplus funds, borrowings

(iii) Appointment of First Auditors

(iv) Issuance of Notice and Holding of Board meetings and shareholders meetings

(v) Passing of resolutions at board meetings or by circulation.

General duties of Directors:

(i) Structuring or new policy to reach the objectives of a company.

(ii) Delegating power to any committee if the Articles Permits for well being of the company

(iii) Issuing instructions to employees for implementation of policy to review company's progress.

(iv) Appointing their subordinates like Managing director, Manager, Secretary and other employees.

(v) Acting in accordance with the Articles of the company

(vi) Act in Good faith in order to promote the objects of the company

(vii) Perform duties with due and reasonable care and diligence.

Specific Duties of Directors

(i) Duty to disclose his name, address and occupation

(ii) Duty to disclose his shareholding and interest in Contracts of the company.

(iii) Duty to hold minimum qualification shares within two months after his appointment.

(iv) Duty to issue prospectus and fix the minimum subscription.

(v) Duty to take care that prospectus should not contain any false or misleading statement.

(vi) Duty to confirm the required disclosure in the prospectus as required by the Act.

(vii) Duty to sign in the prospectus before submitting it to the Registrar of Companies

(viii) Duty to deposit application money in a scheduled Bank and its utilisation in accordance with the specification given in the Act.

(ix) Duty to file Return of Allotment of Securities with the Registrar.

(x) Duty to arrange for making payment of Dividend declared.

(xi) Duty to forfeit and transfer shares.

(xii) Duty to file all the reports and resolutions as required by the Act with the Registrar of Companies.

(xiii) Duty to carry out all o ther activities as specified in the Act in time.

(xiv) Duty to call on an Extraordinary General Body Meeting, if necessary.

(xv) Duty to call statutory and annual general meeting of the company