Section 231, The Companies Act, 2009

(1) A director of a company stands in a fiduciaryrelationship towards the company and shall observe the utmost good faith towards the company in any transaction with it or on its behalf. (2) A director shall act at all times in what he believes to be the best interests of the company as a whole so as to preserve its assets, further its business, and promote the purposes for which it was formed. (3) In considering whether a particular transaction or course of action is in the best interests of the company as a whole a director may have regard to the interests of the employees, as well as the members, of the company, and, when appointed by, or as representative of, a special class of members, employees, or creditors may give special, but not exclusive, consideration to the interests of that class. (4) No provision, whether contained in the articles of a company, or in any contract, or in any resolution of a company shall relieve any director from the duty to act in accordance with this section or relieve him from any liability incurred as a result of any breach thereof. (5) A director shall exercise his powers for the purpose for which they are specified and shall not do so for a collateral purpose; and the power, if exercised for the right purposes does not constitute a breach of duty, if it incidentally affects a member adversely. (6) Any duty imposed on a director under this section shall be enforceable against the director by the company.