In this article we will study Directors : Powers of Board of Directors and Personal Rights. we will discuss about Powers of company directors, Managing directors according to companies act, 2013 and also discuss their personal rights in a company and Power and rights are required to company Directors.
Powers of Board of Directors :
The power of Board of directors may be grouped under the following heads –
- Powers exercisable at the Board meeting.
- Powers exercisable with the consent of general meeting.
- Powers exercisable with the consent of the central Government.
(1). Powers exercisable at the Board meeting :
The powers exercisable at the board meeting are classified under two heads are :
(A). Powers exercisable by majority.
(B). Powers exercisable by unanimous votes.
(A). Powers exercisable by majority vote :-
In company board of directors shall exercise powers by passing resolution by majority at board meeting.
- To make calls on shareholders.
- To authorise buy-back of securities.
- To issue securities, including debentures.
- To borrow monies.
- To grant loan or give guarantee.
- To invest the funds of the company
- To approve financial statements and Boards report.
- To diversify the business of the company.
- To approve amalgamation, merger or reconstruct.
- To make political contributions.
- To declare interim dividend.
- To appoint additional directors.
(B). Powers exercisable by unanimous vote :-
The following powers exercised only passed by the board of directors in unanimous resolution at board meeting.
- To make inter-corporate loans and investments.
- To appoint or employ a person as managing director who is already holding office.
(2). Powers exercisable with the consent of General Meeting :
- To sell, lease or otherwise dispose of the whole or substantially the whole to undertake company.
- To invest otherwise the securities amount compensate by it as a merger or amalgamation.
- To borrow money.
- To give time for the repayment of any debt.
- To contribute to bona fide charitable and other funds.
(3). Powers exercisable with the consent of the Central Government :
In a company , some time company has no profits to pay its directors including managing directors, whole time directors or managers by way of remuneration any sum.
Personal RIGHTS Of Directors :-
- To participate in board meeting.
- To get notice of the Board meeting.
- To inspect minute book of board meeting.
- To inspect books of general meeting.
- To inspect books of accounts.
- To draw remuneration.
- To charge fee for rendering professional services.
- To appoint additional member.
So we have studied Directors : Powers of Board of Directors and Personal Rights and if you have any queries please let us know in the comments section.