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Powers of Board

Powers of Board

(A) Powers of Board (Section 179)

Introduction:

Section 179(1) of the Companies Act, 2013 i.e., powers of board, provides that board of directors of a company are entitled to exercise the following powers and to do all such acts as may be authorized by the Company:

The above referred powers are subject to provisions specified in the memorandum of association [or] articles of association and other regulations as may be applicable.

Provision:

Section 179(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers), Rules, 2014 and Companies (Meetings of Board and its Powers), Amendment Rules, 2015, deals with the powers of the Board of Directors which are required to be passed by means of resolutions at board meetings.

  1. to make calls on shareholders in respect of money unpaid on their shares;
  2. to authorise buy-back of securities under section 68;
  3. to issue securities, including debentures, whether in or outside India;
  4. to borrow monies;
  5. to invest the funds of the company;
  6. to grant loans or give guarantee or provide security in respect of loans;
  7. to approve financial statement and the Board’s report;
  8. to diversify the business of the company;
  9. to approve amalgamation, merger or reconstruction;
  10. to take over a company or acquire a controlling or substantial stake in another company;
  11. to make political contributions;
  12. to appoint or remove Key Managerial Personnel (KMP);
  13. to appoint internal auditors and secretarial auditor;

The Board by passing a resolution at its meeting, may  delegate the powers specified in clauses (d) to (f) above to any committee of directors, the managing director, the manager or any other principal officer of the company or in the case of a branch office of the company, the principal officer of the branch office.

Conclusion:

Initially the Ministry of Corporate Affairs (MCA) has covered many other powers vide Rule 8 of the Companies (Meetings of Board and its Powers), Rules, 2014. But later MCA has omitted Sub Rule No. (3), (5), (6), (7), (8) and (9) vide its notification dated 18th March 2015 in Rule 8 of the said rules.

Powers of Board

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