Duty to Attend Board Meetings. A number of powers of the company

are exercised by the Board of Directors in their meetings held from time to time.

Although a director is not expected to attend all the meetings but if he fails to attend three consecutive meetings or all meetings for a period of three months whichever is longer, without permission, his office shall automatically fall vacant.

(g) Duty to Convene General Body Meetings. To convene statutory, annual general meeting and also extraordinary general meetings.

(h) Duty to Prepare Accounts. To prepare and place at the AGM alongwith the balance sheet and profit and loss account a report on the company’s affairs.

(i) Duty to Make Declaration of Solvency. To make a declaration of solvency in the case of a members’ voluntary winding up.

2. General Duties

General duties of directors are as follows:

(a) Duty of Good Faith. The directors must act in the best interest of the company. Interest of the company implies the interests of present and future

members of the company on the footing that the company would be continued as a going concern.

Accordingly, a director’should not make any secret profits. He should also not exploit to his own use the corporate opportunities.

(b) Duty of Care. A director must display care in performance of the work assigned to him. He is, however, not expected to display an extraordinary care

but that much care only which an ordinary prudent man would take in his own case [Re, City Equitable Fire Insurance Co.].

Section 201 states that a provision in the company’s Articles or in any agreement that excludes the liability of the directors for negligence, default,

misfeasance, breach of duty or breach of trust, is void. The company cannot even indemnify the directors against such liability.

(c) Duty not to Delegate. Director being an agent is bound by maxim ‘Delegatus non protest delegare’ which means ‘a delegatee cannot further delegate’.

Thus, a director must perform his functions personally. A director may, however, delegate in the following cases:

(i) where permitted by the Companies Act or Articles of the company.

(it) having regard to the exigencies of business certain functions may be delegated

to other officials of the company.