The directors are the persons elected by the shareholders to run, manage and look after the business of the company. There is no clear definition of the word director in the Companies Act 1956. Provided that in several sections of the Act it has been mentioned as follows: According to section 2(13), director means a person holding the place of a director, by whatever name he may be called.
This definition given by the Companies Act does not clearly explain the word “Director”.
According to section 2 (30), “a director is an officer of the company.” This definition only reveals the status of the director and does not mean that.
According to section 307 (10) (a) “Any person under whose directions or orders the Board of Directors of the company acts is deemed to be the director of the company.” According to the Webster dictionary, operator means such person. is appointed to manage the company.Since there are many shareholders in a company and not all of them can participate in the management, the company is managed by a few selected persons, who are called directors. These persons are influential, learned, skilled in business work and wealthy.” In fact, director is one of those persons who are selected or nominated to direct, regulate, control and make policy of the company. From the study of various definitions of operator, the following things become self-evident.
1. The director is a person. He can only be a natural person with body mass. Artificial persons, firms, institutions etc. cannot become directors. (Section 253)
2. The director participates in the formulation of the policies of the company.
3. The director has the right to supervise the working of the company.
4. A director is a person appointed to perform the functions of a director, by whatever name called. For example, the company that decides the policy of clubs, associations, institutions registered under the Companies Act is called as Management Committee or Executive Committee instead of the Board of Directors and the members of this committee are President, Vice President, Secretary, Joint Secretary, There are calls by the name of Treasurer etc. Yet all of them act as directors.
5. All the directors are jointly called by the name of “Board of Directors”.
6. The director is an officer of the company. (Section 2 ( 30 ) ]