Powers of Director
Directors should have a vision to frame policies to
achieve high level of performance. To achieve high level of performance, they
must set the goals of the company. They must have powers to carry on objectives
of the company. The power of the Directors grouped into four different heads
(i) Statutory Powers of Directors
(ii) Managerial Powers of Directors
(iii) Powers only with a resolution
(iv) Other Powers
In the General Body Meeting of the Company the
following powers must be exercised by the Board of Directors by passing a
(i) Power to make calls on shareholders in respect
of money unpaid on their shares
(ii) Power to issue debentures
(iii) Power to borrow moneys otherwise than on
(iv) Power to invest the funds of the company
(v) Power to make loans
(vi) Power to diversify the company business
(vii) Power to approve amalgamation, Merger or
(viii) Power to approve Financial Statement and
(i) Power to contract with the third party.
(ii) Power to allot, forfeit or transfer shares of
(iii) Power to decide the terms and conditions to
(iv) Power to frame new policies and to issue
instructions for the efficient running of the business.
(v) power to appoint Managing Director, Manager,
Secretary of the company.
(vi) power of Control and supervision of work of
(i) To sell or lease any asset of the company
(ii) To allow time to the director for repayment of
(iii) To borrow money in excess of paid up Capital
and free reserves
(iv) To appoint a sole agent for more than 5 years.
(v) To issue bonus shares and for reorganization of
(vi) To contribute money for charitable purposes
exceeding ₹50,000 or 5% of the average profits of 3 years whichever is greater.
(i) Power to fill casual vacancy
(ii) Power to appoint the first auditor of the
(iii) Power to appoint alternative directors,
additional directors and Key managerial personnel.
(iv) Power to remove Key managerial personnel
(v) Power to recommend the Interim and final
dividend to shareholders.
(vi) Power to declare solvency position of the
(vii) Power to make political contribution