Powers and duties of board of directors

Powers and duties of board of directors

(1) Subject to the provisions contained in this Act and the articles of association and the decisions of the general meeting, the directors shall manage all transaction, the exercise of powers and perform duties of the company through the board of directors collectively.

(2) Except in accordance with a decision of the general meeting no director of a public company shall do anything yielding personal benefit to him/her through the company.

           Provided, however, that a private company may make a reasonable provision on the benefit which the director may derive thought the company, as mentioned in the memorandum of association and articles of association or consensus agreement.

(3) Except as otherwise provided in this Act , the memorandum of association and articles of association or the consensus agreements, the case of a private company, the board of directors may appoint any director from amongst themselves or any employee of the company as its representative and so delegate to him/her any or all of its powers, inter alia, to do any act or thing, make correspondences or sign bills of exchange or cheques etc. On behalf of the company that such powers are to be exercised individually or jointly. In so delegating the powers, at least one director and their company secretary, if any, shall certify such delegation, pursuant to a decision of the board of directors.

(4) A company may recover damages from a person acting in the capacity of director or representative of the company for any loss or damage caused to the company from any act or action done by such person beyond his jurisdiction.

(5) If any person enters into any transaction with the director or with a representative as referred to in Sub-section (3) despite the knowledge or having reason to believe that such director or representative is dealing with any transaction for his/her personal interest or for causing loss or damage to the company, such person shall not be entitled to make any claim against the company in respect of such transaction.

(6) Notwithstanding anything contained in Sub-section (3), the board of directors shall not delegate the following powers conferred to the company and shall exercise such powers only by means of resolutions passed at meetings of the board of directors :

• (a) The power to make calls on shareholders in respect of amount unpaid on their shares;

• (b) The power to issue debentures;

• (c) The power to borrow loans or amount otherwise than on debentures;

• (d) The power to invest the funds of the company;

• (e) The power to make loans.

(7) The provision of Clause(e) of Sub-section(6) shall not apply to loans to be let and deposits to be received in the ordinary course of the business transaction by the companies carrying on banking and financial business.

(8) If the board of directors considers necessary to form a subcommittee for the discharge of any specific business, it may form one or more than one sub-committee as required and get such business discharged.