The Paradox of Directors’ Duties Nearing Insolvency, in Indian Law

Dahiya, Rohiteshwar (2026) The Paradox of Directors’ Duties Nearing Insolvency, in Indian Law. Law School Policy Review. National Law School of India University, Bengaluru, India. Available at: https://lawschoolpolicyreview.com/2026/07/17/the-p...

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Abstract

When a company slides near insolvency, Indian law places its directors at a statutorily conflicted position. Section 166 of the Companies Act, 2013 (“CA 2013”) codifies directorial duty to shareholder primacy and a loosely defined set of stakeholders, with creditors being absent from the list. While Section 66(2) of the Insolvency and Bankruptcy Code, 2016 (“IBC”) imposes personal liability for failures to protect creditor interests ex post facto, i.e. once insolvency proceedings have commenced. The paradox is therefore structural, since the sole creditor-protective provision is inaccessible during the very period in which protection is most required. This article argues that creditors must be expressly incorporated into Section 166(2). It further argues that when creditor interests are considered, balanced or treated as paramount, it must be left to judicial discretion on the factual matrix of each case, rather than being drawn by a single line.

Item Type: Other Article
Uncontrolled Keywords: Corporate Law | Insolvency and Bankruptcy Law | Company Law | Corporate Governance | Directors' Duties | Creditor Rights | Commercial Law
Subjects: Social Sciences and humanities > Social Sciences > Law and Legal Studies
Depositing User: Mr. Syed Anas Ali
Date Deposited: 25 Aug 2026 11:40
Last Modified: 25 Aug 2026 11:40
Official URL: https://lawschoolpolicyreview.com/2026/07/17/the-p...
URI: https://pure.jgu.edu.in/id/eprint/12311

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