Parveen Adlakha (consultant) (42 Points)
14 January 2010My friend who is Managing Director of a Public Ltd. Company has asked me to join them as one of the Directors (without any remuneration). May be he wants to keep me a Director for his benefit . As I agreed, now I would like to know as to in what way I will be responsible for any act of the Company and whether I will be also responsible if any laws are violated by the company or any defaults in paying taxes and duties by the company?
Parveen
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 14 January 2010
Directors are agents of the Company in transactions they enter into on behalf of the Company, though they are not agents for individual shareholders or members. A director may be an employee, a servant or even a "worker" of the Company. He occupies the position of a trustee, though he is not a trustee in the strict sense in respect of the Company’s properties and funds.
Director’s liability arises because of their position as agents or officers of the Company as also for being in the position of trustees or having fiduciary relation with the Company or its shareholders.
Some of these liabilities are in contract, some are in tort, some are under the criminal law and others are statutory, i.e., under the Companies Act, 1956 and other laws. The courts have, in deciding the liability of Directors, taken into consideration a director’s position as a whole.
Contractual Liability: -
Directors are bound to use fair and reasonable diligence in discharging the duties and to act honestly, and act with such care as is reasonably expected from him, having regard to his knowledge and experience.
In R.K. Dalmia and others v. The Delhi Administration it was held that "A director will be personally liable on a company contract when he has accepted personal liability either expressly or impliedly. Directors are the agents or the trustees of a Company."
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