Section 2(13) of the Companies Act, 1956 defines a “director” as including any person occupying the position of director by whatever name called.
This is a definition based purely on function: a person is a director if he does whatever a director does normally. The Companies Act offer no further guidance on the functions and duties of directors.
Managing Director
A Managing Director, as defined in section 2(26) of the Act, means a director who, by virtue of an agreement with the company, or by a resolution passed by the company in general meeting or by its Board of Directors or by virtue of its MOA or AOA, is entrusted with substantial power of the management which would not be exercisable by him, and includes a director occupying the position of MD, by whatever name called.
The supreme executive authority in the control of a company and its affairs resides in persons known as Board of Directors. Section 253 of the Companies Act provides that only an individual shal be appointed as director.