Under the Companies Act, 2013, the directors of a company are entrusted with significant responsibilities to ensure good governance, legal compliance, and protection of the interests of stakeholders. Their duties are both statutory and fiduciary in nature and are clearly outlined in **Section 166** of the Act. The key duties of a director include the following:

A director must act **in accordance with the articles of association** of the company. They are bound to operate within the framework laid out in the company’s internal rules and cannot act beyond the powers given to them.

Directors have a duty to act **in good faith**, in order to promote the objectives of the company for the benefit of its members as a whole. They must also consider the interests of employees, shareholders, the community, and the environment while making decisions.

They are required to act with **due care, skill, and diligence** and exercise **independent judgment** in the performance of their functions. This means directors must make informed decisions and not merely rely on others’ opinions or act under influence.

A director must **avoid situations involving direct or indirect conflicts of interest** with the company. If any conflict arises, it must be disclosed fully and honestly.

They should **not gain any undue advantage** or profit for themselves or others through their position. If a director is found to have obtained any unfair gain, he or she may be liable to pay an equivalent amount back to the company.

A director must **not assign his office** to another person. Such an assignment is void, as the position of a director is based on personal trust and responsibility.

In case of a **breach of these duties**, the director can be held liable and may face penalties, including fines and disqualification. The Companies Act, 2013 emphasizes transparency, accountability, and ethical conduct, making directors central to the health and governance of the company.