The road not taken: manoeuvring through the Indian Companies Act to enable AI directors

Abstract

ABSTRACT Under the framework of the Indian Companies Act 2013, we seek to explore the possibilities of AI systems replacing directors in the board-room. We begin by examining the intractable debate in moral philosophy on the legal personhood of AI. Then, we go on to examine the current judicial and statutory understanding of the fiduciary duties of directors in s 166 of the Companies Act. We find that with the introduction of augmented AI into boardrooms, the existing construct of fiduciary duties is relatively sufficient, but needs some adaptation. Thereafter, we seek to build a case for dilution of the ‘natural person’ requirement for company directors in s 149 of the Companies Act and use Professors Bainbridge and Henderson’s concept of Board Service Providers towards this end. Drawing from Indian law provisions, the paper concludes by arguing that the proposed dilution is not as radical as it initially appears.