Liabilities of Director

Directors play a pivotal role in the management and governance of companies, and with this authority comes certain responsibilities and liabilities. The Companies Act, 2013 outlines the legal framework governing the conduct of directors, ensuring accountability in their actions. Directors can be held liable for various types of breaches, including non-compliance with statutory duties, mismanagement, and misconduct.

Types of Liabilities

Directors’ liabilities can be categorized into several key types, including:

1. Civil Liability:

Civil liability generally arises when directors act in breach of their duties, leading to losses for the company or its stakeholders. Civil liability may result in the obligation to pay damages, compensation, or restitution. Examples are:

• Breach of fiduciary duty:

Directors are expected to act in the best interests of the company and its shareholders. Failure to do so may result in civil suits for damages.

• Negligence:

Directors can be held liable for negligence if they fail to exercise due care and skill, causing harm to the company.

• Breach of Contract:

If a director violates a contractual obligation with the company, they may face civil penalties or compensation claims.

2. Criminal Liability:

Under certain circumstances, directors may also face criminal liability for acts that violate laws and regulations. Criminal liability can result in fines, penalties, or imprisonment. Instances of criminal liability:

• Fraud and Misrepresentation:

If directors are involved in fraudulent activities or misrepresentations (e.g., in the company’s financial statements or prospectus), they can be prosecuted under criminal law.

• Non-compliance with Statutory obligations:

Failing to comply with mandatory provisions under the Companies Act, such as filing statutory returns or maintaining proper accounts, can attract criminal penalties.

3. Statutory Liability:

Companies Act, 2013 imposes certain statutory obligations on directors. Failure to comply with these statutory provisions can result in legal liability. Some key statutory liabilities:

• Failure to maintain Accounts and Financial Statements:

Directors must ensure that the company’s financial records are maintained properly and audited on time.

• Default in filing Annual Returns:

Directors are responsible for ensuring that the company’s annual returns and other mandatory filings are submitted to the Registrar of Companies (ROC) within the prescribed deadlines.

• Non-compliance with Board Meeting requirements:

Directors must conduct meetings as required by law and maintain minutes of such meetings.

4. Vicarious Liability:

Directors may also face vicarious liability for the actions of other employees or agents of the company. If a director authorizes or consents to an unlawful act carried out by another party, they may be held personally liable for that action.

Liability towards Shareholders and Stakeholders

Directors have fiduciary duties towards the company’s shareholders and stakeholders, such as employees, creditors, and suppliers. They are obligated to:

• Act in Good Faith and with a view to promoting the success of the company for the benefit of its members.
• Avoid Conflicts of interest, ensuring that they do not profit personally from their position at the expense of the company or its shareholders.

Failure to adhere to these obligations may result in legal action taken by shareholders or stakeholders against the directors. Courts may order directors to compensate stakeholders or return any undue gains.

Liability in Case of Insolvency:

If a company is heading towards insolvency or winding up, directors have a heightened duty of care. They must act in the best interests of creditors and take steps to mitigate any potential losses. If directors fail to do so, they may be held personally liable for the company’s debts. Specific cases where directors may face liability:

• Fraudulent Trading:

If it is proven that the director knowingly carried on business with the intent to defraud creditors or for any fraudulent purpose.

• Wrongful Trading:

When directors fail to take appropriate steps to minimize losses for creditors when they knew or should have known that the company was insolvent.

Relief from Liability:

Directors may, in certain cases, be relieved from liability under specific provisions of the Companies Act, 2013. For example:

• Diligence:

If a director can demonstrate that they acted with due care, skill, and diligence, they may be able to avoid liability.

• Good Faith:

Directors who act in good faith, with honest intentions and for the benefit of the company, may have limited liability, particularly in civil cases.