Section 179. Powers of Board
(1) The Board of Directors shall be entitled to exercise all such powers and do all such acts and things as the company is authorised to exercise and do, subject to the Act, memorandum, articles and regulations and subject to matters reserved for the company in general meeting.
(2) No regulation made by the company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.
(3) The Board shall exercise by resolutions passed at meetings of the Board the powers—
(a) to make calls on shareholders in respect of money unpaid on their shares;
(b) to authorise buy-back of securities under section 68;
(c) to issue securities, including debentures, whether in or outside India;
(d) to borrow monies;
(e) to invest the funds of the company;
(f) to grant loans or give guarantee or provide security in respect of loans;
(g) to approve financial statement and the Board’s report;
(h) to diversify the business of the company;
(i) to approve amalgamation, merger or reconstruction;
(j) to take over a company or acquire a controlling or substantial stake in another company; and
(k) any other matter which may be prescribed.
The Board may delegate the powers specified in clauses (d) to (f) by resolution to a committee, managing director, manager or principal officer on specified conditions.
(4) Nothing in this section affects the right of the company in general meeting to impose restrictions and conditions on the exercise by the Board of any powers specified in this section.
