The exact position of directors with regard to a company is hard to define.

They are not servants of the company but are rather in the position of managing partners. Discuss this statement and bring out the exact position of directors in a company.
Director includes any person occupying the position of director, by whatever name called (sec. 2 [13]). The important factor to determine whether a person is not a director is to refer to the nature of the office and its duties. It does not matter by what name he is called. If he performs the functions of a director he would be termed a director in the eyes of the law even though he may be named differently. A director may, therefore, be defined as a person having control over the direction, conduct, management or superintendence of the affairs of a company. Again, any person in accordance with whose directions or instructions, the Board of directors of a company is accustomed to act is deemed to be a director of the company. But such a person shall not be deemed to be a director if the Board acts on advice given by him in a professional capacity. It is very difficult to pinpoint exact legal position of the directors of the company. They have been described by various names sometimes as agents, sometimes as trustees and sometimes as managing partners of the company. But such expressions are not used as exhaustive of the powers and responsibilities of such persons but only as indicating useful points of view from which they may, for the moment and for the particular purpose, be considered. Positions of the directors from this point of view are as follows: Directors as agents: A company, as an artificial person, acts through directors who are elected representatives of the shareholders. They are, in the eyes of the law, an agents of the company for which they act, and the general principles of the principal and agents regulate in most respects the relationship between the company and its directors. Directors as employee: Although the directors of a company are its agents, they are not employees or servants of the company. For being entitled to privileges and benefits which are granted under the Companies Act to the employees. But there is nothing to prevent a director

for being a servant of the company under a special contract of service which he may enter into with the company. The Companies Act itself indicates many situations where a director may be in the employment of a company. Directors as officers: A director, is an offer of the company [Sec. 2 (30)1]. As such they are liable to certain penalties if the provisions of the Companies Act are not strictly complied with. Directors as trustees: Directors are treated as trustees (1) of the companys money and property; and (2) of the powers entrusted to them. (1) Directors are trustees of the companys money and property in the sense that they must account for all the companys money and property over which they exercise control. They have also to refund to the company any of its money or property which they have improperly paid away or transferred. Directors are, however, not trustees in the real sense of the word because they are not vested with the ownership of the companys property. It is only as regards some of their obligations to the company and certain powers that they are regarded as trustees of the company. (2) Directors are trustees of the powers entrusted to them in the sense that they must exercise their powers honestly and in the interest of the company and the shareholders and in their own interest. Trustees for the company: Directors are trustees for the company and not for third persons who have made contracts with the company. Directors have sometimes been called as trustees or commercial trustees, and sometimes they have been called managing partners it does not matter much what you call them so long as you understand what their real position is, which is that they are really commercial men

managing a trading concern for the benefit of themselves and of all the shareholders in it. They stand in a fiduciary position towards the company in respect of their powers and capital under their control.