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A company acts through two bodies of people  its shareholders and its board of directors. The board of directors are in charge of the management of the company's business; they make the strategic and operational decisions of the company and are responsible for ensuring that the company meets its statutory obligations.

Under the companies Act,2013 liability for non compliance is attributed to all the members of the board who are also an officer in default. Where a company does not have a Managing Director, a Whole-time Director or a Manager, any Director specified by the Board, or where no such Director has been specified, all the Directors may be deemed to be "officers in default". In certain cases, liability is imposed on all the directors of the company.

There are duties specified in companies act which every director is required to fulfil. The duties are listed below:
a) Every director must act within the given to him:Director is required to comply with the provisions mentioned in the various law as applicable on him. If the directors have taken any decision for the benefit of the company by some fraudulent activities or improperly using the powers given to them, they shall be held liable if any breach occurs. They should properly go through the rules and regulations mentioned in articles of association of the company which specifies certain powers given to them and he must actively participate in taking any decision for company.

b) Every director should hold directorship in companies within the limits
Director is not allowed to hold directorship in more than 20 companies as per the companies act. If any director contraven the provision, then he shall be punishable with fine which shall not be less than five thousand rupees but which may extend to twenty five thousand rupees for every day after which the contravention continues.

c) Director must attend the board meetings of the company
Director should attend the board meetings of the company as decisions are taken only with the approval of board of directors and board must meet quarterly. If director fails to attend meeting, then his office as director shall stand vacated and he cannot participate in any proceedings of the company. The office of director shall stand vacated immediately.

d) Director to keep a thorough check on the compliances done by the company
Director is required to comply with all the provisions mentioned in the companies act and other acts which needs to be followed by the company. He is required to sign the registers maintained by the company which a company has to made available for inspection on demand. If director fails to comply with such provisions then he shall be punishable with fine which shall not be less than 5,000 rupees and in certain cases for not complying with provisions his office shall also be vacated.

e) Director must aware about the financial position of the company
Every director should know the financial position of the company and quarterly follow up with the same with the accounts department of the company and should get the quarterly audit done to check if the company is following compliances or not.

f) Director to exercise reasonable care, skill and diligence
Director is required to be diligent, careful and well informed about the affairs of the company.

g) Director to intimate the regulatory authorities of the financial affairs of the company
Director to coordinate with the management and employees of the company whether the financial statements at the year ending is ready or not and has been filed with the various authorities. If the company in which he is director has not filed his annual accounts with the Ministry of Corporate Affairs, then director can be disqualified by the Registrar of companies and he cannot act as director in any other company also.
If director contravens with the duties mentioned in the companies act, then he shall be punishable with fine and his office shall also stand vacated in certain cases.

Certain compliances needs to be followed by director to avoid penalties and prosecution
a) Director must attend the meetings of the company quarterly and properly sign the attendance sheet for the same.
b) Director to have copy of minutes after every meeting he attended.
c) Director to ask the board to pass resolution for every decision board takes.
d) Director to check whether his name has been written in the register of director maintained by the company.
e) Director to provide his disclosure of interest in other entities in first quarter meeting of every company.
f) Director should have be aware about all the affairs of the company and have proper due diligence report with him conducted by professionals.
g) The financial statements must have been filed with authorities on time.

Penalties on director
The minimum amount of penalty imposed on director under The companies act, 2013 is Rs.5000/- and maximum is three lakh. In certain cases, his office of director shall also be vacated and even he can be disqualified by the registrar of companies.