A company is an artificial person and therefore it cannot perform task or function on its own. Since a company is not a natural person, it cannot be punished like a natural person. Therefore the role of director gets much wider when it comes to the investor‟s interest and their grievances. This is because the investor is not aware of the internal functioning or the management of the company. In the case of HL Bolton Engineering Co Ltd v TJ Graham & Sons Ltd , it was held that directors and managers represent the directing mind and will of the company and also control the company. It was further held that the state of mind of the managers and directors is the state of mind of the company per se. In strict legal sense, a company cannot be represented by employees of the company as they follow the directions given to them by the directors. The Board of directors are the brains and only brains of the company which is the body, and the company can and does act only through them. The paper will address to the legislative intention in addressing to the corporate governance regime in consonance with the judicial pronouncements.