INTRODUCTION The theory of artificial persons in jurisprudence of law discusses assigning a legal personality to entities that are not natural persons. A company is an artificial legal person that has been awarded personhood by the virtue of law. A company, being an artificial person, cannot take decisions and do business on its own and can only act through the actions of persons that manage affairs and take decisions on its behalf. The relation between company and director is fiduciary in nature and resembles that of a principal and agent. Directors are entrusted with the managerial authority of the company but the authority is not absolute in nature and is subject to certain restrictions under the applicable law. In India, the duties and responsibilities of directors are primarily governed by the companies act, specifically the section 166 of the act. The present legal framework attempts to ensure accountability, promote transparency, prevent the abuse of power and protect the interests of shareholders and stakeholders. DUTIES AND RESPONSIBILITY OF DIRECTORS 1. Compliance with the Article of Association Articles of association is a legal document that is created for the purpose of publishing the internal rules, governance policy and day to day managerial procedures of a company. AOA is also used to define the relation between the company, the shareholders, and directors. A director is legally required to act within the provision of the articles of the corporation. 2. Act in Good Faith The duty to act in good faith is one of the core fiduciary obligations of a director. A director is required to act in honesty and promote the best interests of the shareholders and the company as a whole rather than personal gain. 3. Duty of care, skill and diligence Section 166(3) contains the legal provision requiring directors to act with a duty of care, skill and diligence stating, “A director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.” The duty of care, skill, and diligence requires a company director to manage the affairs of the business with the level of competence, attention, and prudence expected of a reasonable person in a similar position. 4. Duty to avoid conflicts of interest A Director has a fiduciary duty to avoid conflicts of interest. This means that a director must not put himself in a position where his own interests stand in conflict with the interests of the company. This is a duty that is present in the theory of fiduciary relation as an agent shall not put himself in a situation where his own interests come into conflict with the interest of principal. This fiduciary relation is governed by two prominent rules. No Conflict Rule - A director must not allow his own personal interest or the interest of his well-wishers to influence his managerial capacity and decision making process. No Profit Rule - A director must not misuse their position, power, undue influence, corporation property, sensitive information or business opportunities for his own personal gain. 5. Undue gain or Advantage 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. This duty is necessary to ensure that a director does not act in his own personal profit and must keep the welfare of the corporation paramount. 6. Prohibition of Assignment of Office A director of a company cannot assign his office of power to anyone else. The managerial powers and responsibilities that come with the position of a director cannot be sub-let to anyone else. If a director chooses to assign his office, such an assignment will be observed as void in the eyes of law. This allows the liability and responsibility that come with holding a position of power to be on the person that was originally assigned such powers and avoids the shifting of the burden. Apart from the section 166, there are numerous statutes that govern the conduct of directors in a company. 7. Meeting of Board Section 173 provides for the provision that every company is required to hold a meeting of the board of directors within the first 30 days of the incorporation of the company. Companies are also required to hold a minimum of 4 annual meetings provided that the gap between two meetings shall not be greater than 120 days. 8. Quorum of Meeting The quorum for a meeting of the Board of Directors of a company, as provided by the act, shall be 1/3rd of its total strength or two directors, whichever is higher, and the participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes of quorum of meeting. 9. Disclose Interests in Contracts and Arrangements Directors are required to disclose any and all interests that they may possess in other companies, bodies corporate, firms or other associations of individuals. The disclosure must be made at the first meeting of the Board in which the director participates as a director, at the first Board meeting of every financial year, and whenever there is a change in the disclosures already made. This requirement enables the company to remain informed about the interests that could potentially influence a director’s decision-making. The purpose of this requirement is not to prohibit directors from having business interests outside the company. Rather, it seeks to ensure that such interests are disclosed and that corporate decisions are not influenced by undisclosed personal considerations. 10. Power of Board The Board of Directors is responsible for managing the company's affairs and making decisions necessary for its growth and functioning. Section 179(1) empowers the Board to exercise the powers available to the company, subject to the Act, its Memorandum and Articles of Association, and matters reserved for shareholders. Under Section 179(3), certain powers must be exercised through resolutions passed at Board meetings. These include borrowing money, investing company funds, issuing securities, granting loans or guarantees, approving financial statements, and diversifying the company's business. However, the Board's powers are not unlimited. It must act within the boundaries of the law and exercise its authority in accordance with the duties prescribed under Section 166. Certain decisions, such as borrowing beyond the prescribed limits, may also require shareholder approval under Section 180. Thus, the Board's authority carries a corresponding responsibility to ensure that its decisions are lawful and serve the company's legitimate interests. CONCLUSION In conclusion, these ascertain powers, duties and responsibilities are put in place not only to ensure the functioning of a company, but also to ensure fair and just corporate governance. These duties are key in solving the agency problem as pointed out by the economist’s approach to corporate law. It is of common consensus that directors are the agents of the company and act on behalf of the company, and while in pursuance of their duties, they do require some freedom and powers in order to work. However, these powers cannot be made absolute without restrictions as it may lead to underlying issues that may result in unfair practices and a decline in the confidence of investors and businessmen as a whole.