Section 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 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, shareholders, community and for the protection of environment.
(3) A director shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
(4) A director shall not involve himself 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 shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners or associates and, if found guilty of making any undue gain, shall be liable to pay an amount equal to that gain to the company.
(6) A director shall not assign his office and any assignment so made shall be void.
(7) If a director contravenes this section, he shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.
