166. Duties of directors
(1) Subject to the provisions of this Act, a director of a company shall act in
accordance with the articles of the company.
(2) A director of a company shall act in good faith in order to promote the objects of the
company for the benefit of its members as a whole, and in the best interests of the company,
its employees, the shareholders, the community and for the protection of environment.
(3) A director of a company shall exercise his duties with due and reasonable care, skill
and diligence and shall exercise independent judgment.
(4) A director of a company shall not involve in a situation in which he may have a
direct or indirect interest that conflicts, or possibly may conflict, with the interest of the
company.
(5) A director of a company shall not achieve or attempt to achieve any undue gain or
advantage either to himself or to his relatives, partners, or associates and if such director is
found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain
to the company.
(6) A director of a company shall not assign his office and any assignment so made
shall be void.
(7) If a director of the company contravenes the provisions of this section such
director shall be punishable with fine which shall not be less than one lakh rupees but which
may extend to five lakh rupees.