Directors' Duties & Liabilities Advisory
Advice to directors on fiduciary duties, conflicts of interest, related-party matters, insider trading and personal liability risks.
- Estimate Cost
- ₹10,000 – ₹75,000
- Typical duration
- 5 days
Service overview
Advice designed to help directors understand what they can approve, what they must disclose and where personal liability may arise.
Who needs it? / When is it needed?
Executive, non-executive and independent directors facing a proposed transaction, conflict, regulatory issue or board decision.
Advice is most useful before the board decision is taken, rather than after the approval or filing deadline has passed.
What to expect from the WCP Professionals
WCP professionals would examine the proposed decision, identify statutory duties and conflict issues, prepare the necessary disclosures or board papers and advise on the process that should be followed.
How the work would proceed:
- WCP professionals would examine the decision or transaction, your role as director and any personal interest or connection with a counterparty
- They would identify disclosure, abstention, approval and recordkeeping requirements, and advise how the concern should be put before the board
- Where a regulatory or litigation risk already exists, the review should also examine prior minutes, notices and correspondence before recommending a response
Key deliverables
- Board advice
- Conflict checklist
- Disclosure language
- Resolutions
- Transaction review
- Director-liability note
Standard turnaround time
2–7 working days for a standard issue.
Changes to the transaction, missing approvals and regulator queries can require additional work.
Government fees, timelines & key outcomes
Government fees: No government fee for legal advice. Regulatory filing fees arise only if a connected filing is required.
Key outcomes: Documented decision-making and reduced compliance risk.
Forms & filings involved
- MBP-1 — disclosure of interest at the first board meeting of each financial year and whenever the interest changes
- MBP-2 / MBP-4 registers for loans, investments and contracts with related parties
- DIR-8 — declaration of non-disqualification on appointment or re-appointment
- For listed entities: disclosures under the SEBI (Prohibition of Insider Trading) Regulations, 2015
The correct forms depend on the company type, listing status and the event concerned.
Documents required
- Board papers
- Transaction documents
- Company policies
- Relevant personal-interest information
What we need from you
Full disclosure of conflicts and any prior board discussion or advice.
Any conflict of interest or related-party connection should be disclosed before advice begins.
Important conditions
Advice depends on complete disclosure. Hiding an interested transaction or material fact defeats the purpose of the exercise.
The same transaction may trigger company-law, securities and contractual requirements.
Additional information
- Directors' duties are set out in Section 166 of the Companies Act, 2013: to act in good faith, in the company's best interests, with due care and skill, and to avoid conflicts of interest
- Section 184 governs disclosure of interest and Section 188 related-party transactions
For listed companies, insider-trading and related-party rules under SEBI add another layer of compliance.
The estimated cost covers indicative professional fees only. Government fees, stamp duty and taxes are payable at actuals.
How it works
- 1. Raise a service enquiry describing your requirement.
- 2. A Relationship Manager reviews it and opens it for bidding.
- 3. Pay into escrow and assign the professional you select.
- 4. Track progress to completion, then accept and release payment.
Frequently asked questions
What are the duties of a director under the Companies Act, 2013?
Section 166 requires directors to act in good faith and in the company's best interests, exercise due care and skill, avoid conflicts of interest and not make undue gains.
When must a director disclose an interest?
In Form MBP-1 at the first board meeting of every financial year, at the first meeting after appointment, and whenever the disclosed interest changes.
Can independent directors be held personally liable?
Only for acts of the company committed with their knowledge, consent or connivance, or where they did not act diligently — which makes documented dissent and diligence important.
What is a related-party transaction?
A contract or arrangement with a director, relative, or entity in which they are interested. Section 188 requires board or shareholder approval for specified transactions not in the ordinary course or not at arm's length.