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Power and Functions of Board of Directors

Without prejudice to the general powers conferred by the preceding article, and the other powers conferred by these articles, the directors shall have the following powers, that is to say, power:-     

  1. To acquire property: to purchase, take on lease or otherwise acquire for the Company property, rights or privileges which the Company is authorised to acquire at such price and generally on such terms and conditions as they think fit;
     
  2. Works of capital nature: to authorise the undertaking of works of a capital nature, subject to the approval of President wherever required; 35
     
  3. To pay for property in debentures, etc:  to pay for property rights or privileges acquired by or services rendered to the Company either wholly or partially in cash or in shares, bonds, debentures or other securities of the Company, and any such shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon; and any such bonds, debentures or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged;
     
  4. To secure contracts by mortgage: to secure the fulfilment of any contracts or engagements entered into by the Company by mortgage or charge of all or any of the property of the Company and its uncalled capital for the time being or in such other manner as they may think fit;
     
  5. To appoint officers, etc: to appoint and at their discretion, remove or suspend such managers, secretaries, officers, clerks, agents, and servants, for permanent, temporary or special services, as they may, from time to time, think fit, and to determine their powers and duties and fix their salaries or emoluments, and to require security in such instances and to such amount as they think fit subject to the approval of President wherever required;
     
  6. To appoint trustees: to appoint any person or persons (whether incorporated or not) to accept and hold in trust for the Company, any property belonging to the Company or in which it is interested or for any other purpose, and to execute and do all such deeds and things as may be requisite in relation to any such trust and to provide for the remuneration of such trustee or trustees;
     
  7. To bring and defend action, etc: to institute, conduct, defend, compound or abandon any legal proceedings by or against the Company or its officers, or otherwise concerning the affairs of the Company and also to compound and allow time for payment or satisfaction of any claims or demands by or against the Company;
  8. Reference to arbitration: to refer any claims or demands by or against the Company to arbitration and observe and perform the awards;
     
  9. To give receipts: to make and give receipts, releases and other discharges for moneys payable to the Company, and for the claims and demands of the Company;
     
  10. To authorise acceptance, etc: to determine who shall be entitled to sign on the Company’s behalf bills, notes, receipts, acceptances, endorsements, cheques, releases, contracts and documents;
     
  11. To appoint attorneys: from time to time to provide for the management of the affairs of the Company in such manner as they think fit, and in particular to appoint any person to be the attorneys or agents of the Company with such powers (including power to sub-delegate) and upon such terms as may be thought fit;
     
  12. To invest moneys:  to deal with any of the moneys of the Company upon such investments 36 authorised by the memorandum of association of the Company (not being shares in this Company) and in such manner as they think fit and from time to time to vary or realise such investments;
     
  13. To give security by way of indemnity: to execute in the name and on behalf of the Company in favour of any director or other person who may incur or be about to incur any liability for the benefit of the Company’s property (present and future) as they think fit and any such mortgage may contain a power of sale and such other powers, covenants and provisions as shall be agreed upon;
     
  14. To give percentage: to give to any person employed by the Company a commission on the profits of any particular business transaction, or a share in the general profit of the Company and such commission or share of profits shall be treated as part of the working expenses of the Company;
     
  15. To make bye-laws: from time to time to make, vary and repeal bye-laws for the regulation of the business of the Company, its officers and servants;
     
  16. To give bonus:  to give, award, or allow any bonus, pension, gratuity or compensation to any employee of the Company or his widow, children or dependents, that may appear to the directors, just or proper, whether such employee, his widow, children or dependents have or have not a legal claim upon the Company;
     
  17. To create provident fund: subject to the approval of the President to form a fund to provide for such pensions, gratuities or compensations or to create any provident or benefit fund in such manner as the directors may deem fit;
     
  18. To establish local board: From time to time and at any time to establish any local board for managing any of the affairs of the Company in any specified locality in India, out of India and to appoint any persons to be members of such local boards and to fix their remuneration; and from time to time and at any time to delegate to any person so appointed any of the powers, authorities and discretions for the time being vested in directors other than their power to make calls and to authorise the members for the time being of any such local board or any of them to fill up any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be made in such terms and subject to such conditions as the directors may think fit, and the directors may at any time remove any person so appointed and may annul or vary any such delegation;
     
  19. To make contracts etc: to enter into all such negotiations and rescind and vary all such contracts, and execute and do all such acts, deeds, and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company; and
     
  20. To sub-delegate powers: to sub-delegate all or any of the powers, authorities and discretions for the time being invested in them subject, however, to the ultimate control and authority being retained by them.

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