Powers of Company Director
The directors are considered as the head and brain of a company. When the brain functions, the company is said to function. For the proper functioning, the directors should be properly entrusted with some powers. The directors generally acquire their powers from the provisions of the Articles of Association and then from the Companies Act.
1. General Powers of Director
As per Sec. 291 of the Act, the Board is entitled to exercise all such powers and to do all such acts and things as the company is authorized to do. The exceptions are the acts, which can be done by the company only in the general meetings of the members as required by law.
2. Specific Powers of Director
1. As per Sec. 262, in the case of a public company or a private company, which is a subsidiary of a public company, the power to fill a casual vacancy of directors is to be exercised at a Board meeting.
2. As per Sec. 292, the following powers of the company shall be exercised by the Board by means of resolution passed at the meeting of the Board –
- to make calls,
- to issue debentures,
- to borrow moneys by other means,
- to invest the funds of the company, and
- to make loans.
The last three powers cannot be delegated to the Manager or to a Committee of Directors but must be exercised only at a Board meeting.
3. Powers of Director subject to the Consent of the Company
The directors of a public company or of a private company can exercise the following powers, which is a subsidiary of a public company only with the consent of the company in the general meeting:
1. To sell, lease or otherwise dispose of the undertaking of the company.
2. To remit or give time for repayment of any debt due to the company by a director.
3. To invest the sale proceeds of any property of the company in securities other than trust securities.
4. To borrow moneys where the moneys already borrowed (other than temporary) exceeds the total of the paid-up capital and free reserves of the company.
5. To contribute to charities and other funds not directly relating to the business of the company or to the welfare of the employees in any year in excess of Rs.50,000 or 5% of the average net profits of the three preceding financial years whichever is greater.
4. Powers subject to the Consent of the Central Government
1. As per Sec. 268, any provision relating to the appointment or reappointment of a Managing Director can be altered by the Board with the consent of the Central Government.
2. As per Sec. 295, the Board, subject to the Central Government’s consent, has the power to appoint a person for the first time as a Managing Director.
3. As per Sec. 295, the Board, only with the previous approval of the Central Government, can make any loan or give any guarantee or provide any security in connection with a loan made by any other person to
- any of its directors or any director of its holding company, or
- any partner or relative of such director, or
- any firm in which any such director or relative is a partner, or
- any private company of which any such director is a member or director, or
- any body corporate, 25% or more of whose total voting power may be exercised or controlled by any such director or two or more directors together, or
- any body corporate, whose Board or Managing director or Manager is accustomed to act in accordance with the directions or instructions of any director or directors of the leading company.
4. Subject to the approval of the Government, the Board has the power to invest in the shares of another company in excess of the limits specified in Sec. 372.