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.

1. The proviso ins. by Act 1 of 2018, s. 52 (w.e.f. 7-5-2018).
2. The proviso subs. by Act 1 of 2018, s. 52 (w.e.f. 7-5-2018).
3. The Explanation renumbered as Explanation I thereof by s. 53, ibid. (w.e.f. 9-2-2018).
4. Ins. by s. 53, ibid. (w.e.f. 9-2-2018).
5. Subs. by Act 29 of 2020, s. 33, for sub-section (6) (w.e.f. 21-12-2020).

(2) A director of a company shall act in good faith in o rder 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, the
shareholders, the community and for the protection of environment.
(3) A director of a company shall exercise his duties with due and reasonable care, skill and diligence
and shall exercise independent judgment.
(4) A director of a company shall not involve 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 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.
(6) A director of a company shall not assign his office and any assignment so made shall be void.
(7) If a director of the company contravenes the provisions of this section such direc tor shall be