The Board of Directors is the uppermost authority in all companies. section 179, according to the Companies Act 2013, the power of the company’s directors can make all decisions, and thus allow companies to exercise all the power. The Company’s Board of Directors is entrusted with the rights and obligations of the company’s conduct. Therefore, the Company’s Board of Directors enjoys specific power and privileges to conduct business without repeating shareholders. 

According to the law, the number of directors of various types of companies is as follows.  

One-Person Company – At least 1 director and a maximum of 15 directors

Private Limited Company – At least two directors and a maximum of 15 directors

Public Limited Company – At least 3 directors and a maximum of 15 directors 

However, in all cases above, By passing a special resolution, the number of directors may exceed 15.

Power of Board of Directors

Power of Board  – Allowed Without Board Resolution 

The board of directors of the company exercises all such powers and has the power to perform all acts and acts permitted by the company under the memorandum of association or articles of association or other rules prepared by the General Assembly.  

Board of Directors-Permitted By Resolution, Passing The Meeting of The Board of Directors 

The Board of Directors of the Company can exercise the following privileges on behalf of the company through the resolution passed by the Board of Directors.  

  • To call shareholders on the outstanding amount of  their shares 
  • To authorize buy-back of securities under section 68;
  • Issuance of securities, including debentures, whether in India or abroad
  • To borrow monies;
  • Invest the company’s funds. 
  • Guarantee or provide security from a loan point of view. 
  • To approve financial statement and the Board’s report;
  • Diversify the company’s business. 
  • Merger, fusion, reconstruction approval. 
  • Take a company or get other company control and significant share. 
  • Make political contributions. 
  • Fill the casual vacant on the board. 
  • For joint venture or technical or financial collaboration or cooperation. 
  • Start a new business. 
  • Postpones places of plants, factories, and registration offices. 
  • Appoint an internal examiner. 
  • Take a common seal. 
  • To take note of the disclosure of interest and participation of supervision. 
  • Selling investment in the Company, which forms more than 5% of the impairment part of the investment company and free reserve. 
  • Accepting public deposits and related matters. Quarterly, half a year, annual account.

The Delegation of Powers of the Board 

The Board of Directors may delegate authority such as investing funds, providing credit, guaranteeing or underwriting securities by resolution of the Board of Directors. 

 Board of directors 

 Executive director 

 Manager 

 Other officers of the company 

 The Chief officer of the branch office 

Restrictions on Powers of The Board

In accordance with the provisions of section 179, the Company may impose restrictions and conditions on the authority of Directors. In addition, shareholders are responsible for setting restrictions and conditions on the authority of the board of directors. To this end, shareholders pass a normal resolution at the annual general meeting of shareholders. 

The Board of Directors of the Company may not exercise the following power

Sell or Lease of Undertaking Section 180 (1) (a): 

The Board of Directors may not sell, rent, or dispose of all or most of the company without the prior consent of the shareholders. The same rules apply if you have multiple companies. The provisions of this section do not apply if the company’s general business is the sale or rental of real estate. 

Invest In a Different Way Than Trust Securities Section 180 (1) (b). 

Directors may invest only indemnity received from a compulsory acquisition of a company in an escrow securities in a merger or as a result of a merger without the prior approval of shareholders. 

Borrowing Funds In Excess of Paid-up Capital And Free Reserve Section 180 (1) (c): 

The Board of Directors may not borrow funds without the prior approval of shareholders if the funds already borrowed exceed the company’s paid-up capital, free reserves, and stock premiums. However, temporary borrowing that our bankers make in their normal business is not considered to be borrowing. 

Give a Time Limit For Remittance Of a Loan To a Director, Section 180 (1) (d): 

The Board of Directors may not waive any debt payable by the Board of Directors or give a grace period for repayment without the prior consent of the shareholders.

Conclusion 

Power of Board of Directors

However, because the company is incorporated and has an independent identity, it is run through a board of directors that acts as the brain of the company. Directors are the main essence and  the main secret behind a thriving business. The management of a company should be in the hands of conscientious individuals who utilize their influence and position for the benefit of the company and who support the interests of its stakeholders. The company has a board of directors that oversees the company’s business  and makes all decisions.