 In the previous sessions, we were looking at the different dimensions and perspectives of a director, who is a director, what are the various legal requirements of becoming a director, what does a director have to do, and how should he or she perform within an organization. Today, we are going to take it forward and we are going to talk about the different liabilities of directors and what are those liabilities and how a director should perform within an organization. How a director can absolve him or herself from those liabilities by being more careful in their approach and their working in a particular organization. The directors may incur personal liability under the Act No. 1 on the failure to repay application money if the minimum subscription has not been subscribed. No. 2 on an irregular allotment of shares to an allotty and likewise to the company if loss or damage is sustained. So again, what is the director doing over here? He or she is basically hedging the loss and ensuring that the loss should be incurred by him or her as a shareholder and it should not be transferred on to the organization because it would have detrimental impact on the overall working of that particular organization. On the failure to repay the application money, if the application for securities to be dealt in on a recognized stock exchange is not made or refused, so this is another aspect. On the failure by the company to pay a bill of exchange, hoondi, promissory note, check or order for money or goods wherein the name of the company is not mentioned in legible correctors. So again, this is extremely important that all of this is also going to lead towards the liability of the directors because there is ambiguity and secondly, maybe the legibility of correctors within that paper is not clear and therefore it would fall as a responsibility of the directors. The directors of a company may be liable to third parties in connection with the issues of a prospectus which does not contain the particulars required under the companies act or which contains material misrepresentations. So this is again another dimension that how the director becomes liable and therefore the liability falls upon him or her. The directors responsible for fraudulent trading on part of the company may by order of the court be made firstly liable for the debts or liabilities of the company at the time of its binding up. So again, if they are involved in fraud or they have been doing anything which is which hitting fraud, then the liability will again fall on them because it is not the responsibility of the company but it is their personal criminal action which has led to all of this. Apart from the liability of a director under the companies act, he or she has certain other liabilities which are independent of the act. Well, an example would be by signing a negotiable instrument without the company's name and the fact that he or she is signing on behalf of the company is firstly liable to the holder of such an instrument. So that could be a dimension in which again the liability will be fall upon the particular director. Besides, if a director enters into a contract which is ultra biased, the articles of the company the director is firstly liable for the breach of implied warranty of authority. So something which is not allowed to be done but yet the director is stubborn and tends to get it done or tends to do it himself or herself then they become liable. Any director who personally committed a fraud or any other tort in the course of his duties is liable to the injured party. So again, fraud vitiates the solemnist and therefore fraud is such an act which is abhorrent and greatly condemned and therefore is also prosecuted very severely by the prosecution and anyone who is involved in it is taken to task for that. Ultravires Act, the directors are firstly liable to the company in matters of illegal acts. For instance, if directors pay dividend out of capital or when they dissipate the funds of the company in ultravires transactions, they are jointly and severely liable. So any ultravires act is not allowed and financial transactions cannot take place based upon Val of ID or some other criminal intent. They have to be crystal clear because all of the shares of the organization are basically being maintained by the shareholders who are merely looking at the organization as a spectator and the management is involved in all of the management perspectives and therefore it becomes much more important and much more responsible that they do things in such a way that there is crystal clarity in the different actions of the organization or otherwise they would be hit by the ultravires act and that would then be negated. Negligence is a very important issue boys and girls. The director may be held liable for the negligence in the exercise of his duties. Though there is no statutory definition of negligence, if a doctor has not shown due care and diligence, then he is considered to be negligent. So that is very important. Though there is no statutory definition of negligence, if a director has not shown due care and diligence, then he or she is considered to be negligent. So this is something very important to assimilate and to memorize because that is how negligence tends to permeate. A breach of trust. The directors of a company are trustees of its money and property. They must discharge their duties in that spirit to be the best interest of the company. They are liable to the company for any material loss on account of the breach of trust. They are also accountable to the company for any secret profits they might have made in transactions carried out on behalf of the company. So again what we see is that the company stands alone and therefore any act which is done against the interest of the company becomes a breach of trust. So that is very important that all of this is maintained in the best possible way. And misfeons basically means, directors are liable to the company for misfeons and that misfeons basically means willful misconduct. For this purpose, they may be sued in the court of law and the courts are very sympathetic against such actions and sympathetic to the victim because this is absolutely not acceptable. Not acceptable in society and not acceptable within educational institutions and different frameworks. So this is very important. So what we have seen in this particular chapter is that what are the responsibilities of the director? What he can or she can do or cannot do? And then what is the role of different players within the ambit of the subject? So again all of this is extremely important and we realize that the directors do not have a blank chat but actually the directors are also made a part of the organization and through that they can be held liable for any wrong transactions taking place. So this is extremely important and therefore this context of misfeons and this context of being empathetic and quick decision making are very important rather than bringing about red tape or compromising upon the whole topic of issue. And that basically means again that the libraries against a director are very real and it is very important that they should be managed in a proper way so that the organization can be sustainable and also there is long activity within the very ambit of that particular company. Thank you so much.