Directors’ Fiduciary Duties to the Company: A Comparative Study of the UK and Indian Companies Act

Abstract The Directors’ duties to the company were governed by the common law of negligence and the equitable principles of fiduciary duties before they were codified in Section 166 Companies Act. 2013 and section 170 of the UK Companies Act 2006. Section 170 of the UK Companies Act provides that the general duties of Directors will be interpreted in the same manner as the common law rules or equitable principles and in interpreting and applying these statutory duties of the director, regard shall be given to the corresponding common law rules and equitable principles. But such provision does not find a place under the Indian Companies Act, 2013. In this article, an endeavor has been made to do a comparative study of the Directors’ duties as conferred by the Indian Companies Act 2013 and the UK Companies Act 2006. Company Directors have the duties to work within the powers, to exercise reasonable skill and care, as well as work for the success of the company. They also have important duties to the shareholders. These duties of the Directors have been examined, analyzed and discussed in this paper, along with the relevant English and Indian case law.