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Board powers

RADHA RAJAGOPALAN (15 Points)

06 May 2019

Can the Board of Directors of a company delegate any of its powers to others?

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Shrikant (Associate) (350 Points)
Replied 08 May 2019

They can delegate some of their powers but not all. what kind of powers do you want a board to delegate to some other person ?

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Fareeha Jabeen (Articled Assistant) (160 Points)
Replied 08 May 2019

Hello Radha,
Yes of course the Board of Directors can delegate their powers to other officials after passing a board resolution as per Section 179(3) of Companies Act, 2013:

"3) The Board of Directors of a company shall exercise the following powers on behalf of the company by means of resolutions passed at meetings of the Board, namely:—

(a) to make calls on shareholders in respect of money unpaid on their shares;

(b) to authorise buy-back of securities under section 68;

(c) to issue securities, including debentures, whether in or outside India;

(d) to borrow monies;

(e) to invest the funds of the company;

(f) to grant loans or give guarantee or provide security in respect of loans;

(g) to approve financial statement and the Board’s report;

(h) to diversify the business of the company;

(i) to approve amalgamation, merger or reconstruction;

(j) to take over a company or acquire a controlling or substantial stake in another company;

(k) any other matter which may be prescribed:

Provided that the Board may, by a resolution passed at a meeting, delegate 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, the powers specified in clauses (d) to (f) on such conditions as it may specify."

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