• Tanya Badkur
• Dr. Mukesh Kumar Kori

To prevent directors from prioritising their personal gain over the company’s welfare, Indian law has established a robust three-tiered defence system. This framework is specifically designed to curb "selfdealing," which occurs when those in corporate power use company resources for personal benefit. The first line of defence is built on transparency and recusal. When a director has a personal stake in a potential company deal, they are legally required to declare that interest immediately. Furthermore, they must step away from the decision-making process, ensuring they do not influence the discussions or vote on that specific transaction. The second layer of protection focuses on specific types of sensitive business deals. These transactions are not left solely to the company's internal discretion; instead, they require formal authorisation from both the Board of Directors and the Central Government. This creates an external check to ensure the deal is fair to the company's stakeholders. The most rigorous level of control is reserved for loans granted to directors. Because these are viewed as high-risk activities with significant potential for abuse, they are governed by much harsher regulations than any other form of self-dealing. In many cases, these transactions are strictly prohibited or subject to narrow exceptions. This research analyses how these three safeguards have evolved by comparing the regulations within the 1956 Companies Act against the modernised 2013 Companies Act. By examining the shift in these legal provisions, the study aims to offer practical recommendations that could further refine and strengthen corporate governance in India.

Self-Dealing Transactions, No-Conflict Rule, Fiduciary Duty, Disclosure, Abstention, Prior Approval, Tunnelling, Promoter Control, Minority Investors, Corporate Governance, General Notice, Indirect Interest, Beneficial Ownership, Loans to Directors, Common Law Remedies, Audit Committee.

"Company Directors and The Law: A focus on Self-Dealing Transactions by Company Directors", International Journal of Emerging Technologies and Innovative Research (www.jetir.org), ISSN:2349-5162, Vol.13, Issue 1, page no.f326-f332, January-2026, Available :http://www.jetir.org/papers/JETIR2601549.pdf

"Company Directors and The Law: A focus on Self-Dealing Transactions by Company Directors", International Journal of Emerging Technologies and Innovative Research (www.jetir.org | UGC and issn Approved), ISSN:2349-5162, Vol.13, Issue 1, page no. ppf326-f332, January-2026, Available at : http://www.jetir.org/papers/JETIR2601549.pdf