Abstract

The directors have a responsibility to behave in good faith and uphold the fiduciary relationship's integrity. However, there may be times when the board of directors oversteps their jurisdiction or acts under the guise of the company's independent legal organisation. Furthermore, they are the company's directing minds, and any behaviour that is contrary to the law will be held accountable to them. As a result, some provisions requiring the director to be held personally liable for their actions must be included. The author of this paper discusses the need for incorporating provisions for a director's criminal liability, as well as provisions under the Company Law that impose criminal liability on directors, and the impact of the Companies Act's Decriminalization by virtue of the "Companies (Amendment) Act 2020." The author rejects the modification because it undermines and negates the goal of introducing penal clauses, which could be detrimental to the Company's long-term operations.

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