Although, a company is an artificial person having its
independent existence distinguished from its members, the affairs
of the company are monitored and regulated by its management which
is the board of directors who act as its brain. These directors are
designated with numerous powers including power to make calls for
shareholders with respect to money unpaid on their shares,
authorization of securities buy-back, issue of debentures,
borrowing money, investment of funds, grant of loans,
diversification of business, corporate restricting, etc.
Directors act as the trustee as well as agent of the company
which has appointed them. It is important for them to act with
reasonable care with due-diligence exercising their skill. Owing to
the vital roles played by the directors in running of the company,
it is necessary that they are appropriately qualified for the said
position. Section 164 of the Companies Act, 2013 lays down the
basic criteria stating the eligibility