In the present dynamic corporate world, the duties, role and responsibilities of directors is constantly evolving. With an objective to regulate the directors, the Companies Act, 2013 provides several exhaustive provisions in separate Chapters. Considering the legal language and cross references of several provisions, reading and interpreting the law by every aspiring director would be a herculean task. For such aspiring directors, there is a book authored by Dr. KS Ravichandran, book titled “Duties and Liabilities of Directors” (2026, Third Edition by Lexis Nexis). Justice MM Sundresh (Judge Supreme Court of India) has given a Foreword to this Third Edition of the book on Directors. 340 – pages book is divided into 7 Chapters.

Duties of directors is an integral aspect for any director of the company – executive director, non-executive director, independent directors, etc. The book starts with the chapter – Duties of Directors. The author explains several duties of the directors i.e. fiduciary duties and statutory duties of directors. Section 166 of Companies Act that relates to ‘Duties of Directors’. The said provisions have been analysed exhaustively and in simple words. The said analysis would be easy for a layman to read and understand the legal provisions. As a part of this Chapter, the author has given references to duties of directors in United Kingdom, Australia and South Africa.

The Author was an Independent Director of Karur Vyasa Bank Limited for 8 years until 2024. Based on his experience as Independent Director of listed banking company and his experiences in representing companies and directors before NCLT, NCLAT, SEBI and SAT, the author has simplified the concept of Independent Director under the complex and overlapping provisions of Companies Act and SEBI Listing Regulations. He has explained the role of Independent Directors on several committees that are required to be constituted (i.e. Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, etc.). All other important points about Independent Directors have been lucidly explained, which includes appointment, remuneration, functions, duties, resignation, removal, performance evaluation, immunity from liabilities.

There is a separate detailed chapter on Collective Responsibilities of the board of directors. This is quite unique and important as this chapter deals with collective duties and reporting of the board of directors. It deals with important points like Directors’ Responsibility Statement, Overall Governance, periodical introspection by board of directors. There is also a reference to routine Board process which is necessary for the directors to start functioning at board meetings.

There is a detailed discussion in an independent chapter on the Liabilities of Directors. Complex legal jargon has been simplified on this important topic which provides detailed discussion on contractual liabilities, liabilities arising out of conduct, liabilities from monetary penalties, liabilities from dishonour of cheques, cases involving fraud, liabilities of directors during winding up of the company, etc. Depending upon the operations of the company, the directors come across these issues on a regular basis. ‘Mens rea’ means guilty frame of mind, and this is important in pinning down the liability of directors of the company. As a part of this Chapter, the author has given references to liabilities of directors in United Kingdom and South Africa. Relevant provisions and prominent case laws under the Insolvency and Bankruptcy Code, 2016 have been discussed in detail, which includes preferential treatment, undervalued transactions, extortionate credit transactions, etc. In this Chapter, the author has discussed in detail about the ‘Business Judgment Rule’ which may protect the directors to some extent. On this important principle, the author has discussed cases under IBC and related party transaction under Indian Securities Laws.

12 case studies on liabilities of directors have been decoded in a separate chapter of the book. The case study analysis is systematic, methodical and gives reference to the facts of case, along with learnings from these case studies, which includes TCS Limited Vs. Cyrus Investments Pvt. Ltd., Firestone Tyre and Rubber Company case, Bombay Dyeing and Manufacturing Company Limited case, Invesco Vs. Zee Entertainment case and few cases in foreign jurisdiction.

A chapter is dedicated to few important concepts and provisions of the directors in the Companies Act and SEBI Listing Regulations, which includes types of directors, manner of appointment by board of directors and shareholders, director as ‘managerial personnel, remuneration, cessation, resignation, removal of directors. This chapter provides for systematic compilation and analysis of provisions of the Companies Act and references to key judicial pronouncements for every relevant part.

Last chapter of the book is dedicated for frequently asked questions that covers all aspects of directors – eligibility, appointment, remuneration, disqualification, vacation of office of directors, independent directors, etc. This is a very practical part of the book relevant for practitioners and aspiring directors.

This book will be a great value addition to aspiring directors, Company Secretaries, Advocates, Chartered Accountants, Corporate Law Professionals, law enforcement authorities, as this book covers theory and practical aspect along with references to judgments and case studies on this subject.