Limitation of powers of directors

Directors are mostly professional men hired by the company to managed its affairs and they are not the servant of the company rather they are officers of the company. there is no exhaustive definitions of the duties of the Directors but based on the analysis of the provisions of company act 1956 some general duities of directors are as follows:- To file return of  allotments: a  company must file with the registrar within a period of 30 days, a return of the allotment, stating the specified particulars and its failure leads to default with a fine.

Not to issue irredeemable preference shares or shares, redeemable after 20 years.

To disclose interest to the Board;

A company can enter into contract with the direcot who is interested but such director can not vote in his interest;

Duty to attend Board Meeting;

To convene Statutory/annual/ General meeting and also extra ordinary meeting;

To prepare and place before the AGM, along with the balance sheet and profit and loss account, a report on the company affairs including the report of the Board of Directors;

To authenticate and approve annual Financial statements;

To appoint first auditor of the company;

To appoint cost auditor of the company;

To make declarations of the Solvency in the case of a members' voluntarily winding up;

Under Section 292 of  the Companies Act of 1956, the General Power of the Board's power are:-

The Board of Directors of a company shall exercise the following powers on behalf of the Company, and it shall do so only be means of resolution passed at a meeting of the Board:-

a)The power to make calls on shareholders in respect of money unpaid on their shares;

b)The power to issue debentures;

c)The power to barrow money otherwise than on debentures;

d)The power to invest the funds of the company;

e) the power to make loans

{ Provided the Board may, by a resolution passed at a meeting, delegate to any committee of directors, the managing directors, the manager or other  principal officer of the company or in the case of the branch office of the company, a principal officer of the branch office, the power specified in clause C,d, and e to the extend specified in sub section 2,3,and 4 respectively.

Thank you - but unfortunately this does not answer any of my questions :-(

I am sorry Sir, I could not satisfied your query.  Better wait for some members to responds and answered all your queries.

no problem, I though  appreciate your resonse.

I still hope that there is someone who is able and willing to send me some answers to my questions...

Dear Mr. Stefan

Some transaction as presecrbied in section 293 of the Comapnies Act 1956 needs prior approval of Shareholder. All other transactions can be done by the Board of Directors execept otherwise provided in the Companies Act 1956.

All the Directors of a Company can act as collectively body called as Board. No any director can act in his capicity as director unless to the extent he is authorized by the Board.

whether consent of particular director is required for approval of some transactions is depend on provision of the Articles of Association of the Company.

Suresh
suresh.savaliya@zmail.ril.com

thank you Sureshi. I had emailed you directly already.