1. Fiduciary Duties to the Company

• Directors must act in good faith and the best interests of the company, its employees, shareholders, and the community.
  
• They must exercise powers for proper purposes, not for personal gain.
  
• Directors should avoid any situation in which they have a direct or indirect interest that conflicts with the interest of the company.
  
• They are expected to act with honesty, integrity, and loyalty.
  
• Breach of fiduciary duty can lead to civil or criminal liability under the Companies Act, 2013.
  

2. Duty of Care, Skill, and Diligence

• Directors must perform their functions with due and reasonable care, skill, and diligence.
  
• They should stay informed about the company’s business and financial position.
  
• Directors must attend board meetings regularly, read documents carefully, and make informed decisions.
  
• They are expected to use independent judgment in all matters.
  
• Ignorance or negligence is not a valid excuse for failure to perform these duties.
  

3. Compliance with Laws and Company Policies

• Directors must ensure that the company complies with all applicable laws, including the Companies Act, SEBI regulations, tax laws, and labour laws.
  
• They must not knowingly permit the company to act unlawfully.
  
• Directors should ensure that statutory registers are maintained and mandatory filings are completed on time.
  
• They must abide by the Memorandum and Articles of Association of the company.
  
• Adherence to internal policies and corporate governance frameworks is essential.
  

4. Duty to Avoid Conflict of Interest

• Directors must disclose any personal interest in contracts or arrangements involving the company.
  
• They must refrain from participating in board discussions where there is a conflict of interest.
  
• All disclosures must be recorded in the company’s Register of Contracts and Arrangements.
  
• Non-disclosure or misuse of position for personal benefit may lead to disqualification or prosecution.
  
• The duty aims to uphold fairness and transparency in decision-making.
  

5. Duty Not to Achieve Undue Gain

• Directors must not make any secret profit from their position.
  
• If any undue gain is made, they are liable to refund the entire amount to the company.
  
• Accepting commissions, gifts, or benefits from third parties without board approval is prohibited.
  
• They must protect the company’s assets, opportunities, and confidential information.
  
• Personal interest must always be subordinate to corporate interest.