Powers of Board of Directors ² the Sources

Powers of Board of Directors ² the Categories .

the powers to Issue. Borrow or Invest . delegate to any committee of Directors.Powers ² Exercised only at Meetings of the Board Power to MAKE CALLS on shareholders for unpaid money on their shares Power to AUTHORIZE Buyback Of Shares Power to ISSUE Debentures Power to BORROW Money otherwise than Debentures Power to INVEST funds of the Company Power to MAKE loans The Board however may. by passing a resolution. The Managing Director or any principal officer in case of a branch of the company .

Every resolution passed by the Company in general meeting to borrow moneys shall specify the total amount up to which moneys can be borrowed by the Board of Directors .Powers ² Approval of The Company in General Meeting Sell. to charitable and other funds not directly related to the business or the welfare of its employees. where the moneys borrowed together with the moneys already borrowed exceed the aggregate paid up capital of the Company Contribute. otherwise in trust securities. after commencement of this Act. or in case of any company subsidiary. the whole or substantially of any such subsidiary Remit or give time for repayment of any debt due by a director Invest. whichever is greater. the amount of compensation received by the company in respect of compulsory acquisition Borrow Moneys after the commencement of this Act. any amount of which exceeds INR 50000 or 5% of the net profit of previous three years. Lease or otherwise Dispose the whole or substantially the whole.

Skill and Diligence Other duties .Duties of Directors Fiduciary Duties Duties of Care.

Skill and Diligence ‡ Must depict Skill and Diligence expected of persons of their knowledge ‡ Decisions and working must be apt to the situation and company's work Other Duties ‡ Attending Board Meetings ‡ Disclose his interest in a contract ‡ Not to delegate his functions except to the extent authorized by Act or constitution of the company .Duties of Directors ‡ Exercising powers Honestly for the benefit of the company as a whole ‡ Not to get into Positions of Moral conflict ‡ Owe to the Company and not to individual shareholders Fiduciary Duties Duties of Care.

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