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Powers Of Directors - Company Management & Remuneration

   Posted On :  14.05.2018 09:54 pm

The Board of directors of company is entitled to exercise all such powers and to do all such acts and things as the company is authorized to exercise and do.

Powers Of Directors
 

General Powers Of The Board (Sec. 291):

 
The Board of directors of company is entitled to exercise all such powers and to do all such acts and things as the company is authorized to exercise and do.
 

Powers To Be Exercised At Board Meetings (Sec. 292):


The following powers, on behalf of the company,

1. To make calls on shareholders in respect of money unpaid on their shares
2. the power to authorise the buy-back of shares
3. to issue debentures
4. to borrow moneys otherwise than on debentures 
5. to invest the funds of the company; and make loans.

Other powers: These powers are:


1. To fill vacancies in the Board (Sec. 262) 
2. To sanction or give consent for certain contracts in which particular directors, their relatives and firms are interested (Sec. 297)
3. To receive notice of disclosure of directors’ interest in any contract or arrangement with the company (Sec. 299)
4. To receive notice of disclosure of shareholdings of directors (Sec. 308)
5. To appoint as managing director or manager a person who has already been the managing director or manager of another company (Secs. 316 and 386)
6. To make investments in companies in the same group (Sec. 372).
 

Exceptions:

 
1. Directors acting malafide.
2. Directors themselves wrong-doers.
3. Incompetency of Board.
4. Deadlock in management.
5. Residuary powers. I.e., powers not expressly conferred on the directors or shareholders, in a general meeting.

Powers to be exercised with the approval of company in general meeting (Sec. 293):

 
1. To sell, lease or otherwise dispose of.
2. To remit or give time for repayment of any debt.
3. To invest (excluding trust securities) the amount of compensation received.
4. To borrow moneys where the moneys to be borrowed (together with the moneys already borrowed by the company) are more than the paid-up capital.
5. To contribute to charitable and other funds not directly relating to the business.
 
Audit Committee [Sec. 292-A as introduced by the Companies (Amendment) Act, 2000]:
 
The Audit Committee shall act in accordance with terms of reference to be specified in writing by the Board.

 

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