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Company Management - Powers of Director | 12th Commerce : Chapter 27 : Company Law and Secretarial Practice : Company Management

Chapter: 12th Commerce : Chapter 27 : Company Law and Secretarial Practice : Company Management

Powers of Director

Directors should have a vision to frame policies to achieve high level of performance.

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 viz.,

(i) Statutory Powers of Directors

(ii) Managerial Powers of Directors

(iii) Powers only with a resolution

(iv) Other Powers

 

Statutory Powers of Directors

In the General Body Meeting of the Company the following powers must be exercised by the Board of Directors by passing a resolution.

(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 debentures

(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 reconstruction

(viii) Power to approve Financial Statement and Board reports.

 

Managerial Powers of Directors

(i) Power to contract with the third party.

(ii) Power to allot, forfeit or transfer shares of company

(iii) Power to decide the terms and conditions to issue debentures.

(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 subordinates.

 

Powers only with a resolution

(i) To sell or lease any asset of the company

(ii) To allow time to the director for repayment of the loan

(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 share capital

(vi) To contribute money for charitable purposes exceeding ₹50,000 or 5% of the average profits of 3 years whichever is greater.

 

Other Powers

(i) Power to fill casual vacancy

(ii) Power to appoint the first auditor of the company

(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 company.

(vii) Power to make political contribution

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