In the eyes of law, a Company is a legal entity or an artificial person. However, a Company cannot act on its own self and thus the role of directors in the management of a Company gains crucial importance. The ‘directors are the brain of a company’ and occupy a pivotal position in the structure of the company. Directors are selected in accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956. The Directors are collectively called the Board of Directors. The Board of Directors is the executive authority of the Company. The Articles of Association determines the number of directors to be appointed by the Board of Directors. The Companies Act, 1956 provides that there must be at least three directors in a Public Company (other than a Public Company created under Section 43A of the Act) and at least two directors in other Companies. It is further provided that the Company can increase the number of directors beyond the maximum limit as fixed by the articles subject to previous sanction of the Central Government. The mode of appointment, disqualification, retirement and resignation of Directors are set out in the provisions of the Act.
