To authorities buy back of securities 3. To issue securities, including debentures, whether in or outside India 4. To borrow money 5. To Invest the funds of the company 6. To make loans or give guarantee or provide security in respect of loans 7. To approve financial statements and the Board’s report 8. To diversify the business of the company 9. To approve amalgamation, merger or reconstruction 10. To take over a company or to acquire a controlling or substantial stake in another company 1 1 .

Any other matter which may be prescribed ; Power of Delegation ; Powers in respect of items 4 to 6 can be delegated, by passing a resolution, to any omitted of directors, the managing director the manager or any other principal officer of the company Following powers can be exercised only with the consent of the company by a special resolution ; Sell/lease or dispose whole or substantially the whole of the undertaking of the company ; Invest, otherwise than In trust securities, the amount of compensation received by the company in as a result of any merger or amalgamation ; Borrow money, if the money to be borrowed along with money already borrowed temporary loans from company’s bankers in the ordinary course of business) ; Remit or give time for the repayment of any debt due from a director Contribution to Boniface and charitable funds ; The Board may contribute to Boniface charitable and other funds ; Contribute to charitable and other funds not directly relating to the business of the company or the welfare of its employees – anything more than 5% of average net profits during the three financial years immediately preceding, shall require prior permission of the company in general meeting Political contributions Companies other than Government company, or A company which has been in existence for less than 3 years May contribute any amount directly or indirectly to any political party Limit- 7. 5% of average net profits during the 3 immediately preceding financial yearTo attend meetings of the company ; To participate in the management of the company’s affairs ; remuneration, if any, fixed.

Duties ; Act honestly To receive ; Employ reasonable degree of skill and diligence in the company’s interest ; Must not make secret profits ; Attend board meetings Send his consent of his appointment as a director to the Registrar where applicable ; Obtain qualification shares where applicable ; Pay call amount ; Disclose interest in his contracts ; Disclose his name, occupation, nationality etc, ; Not to delegate his functions except to the extent authorizedSection 185 section states that no Company can give any loan (including any loan represented by a book debt) to, or give any security or guarantee in connection with a loan by any person to : ; A Director of the lending company or of its holding company or a partner or relative of any director ; A firm in which a Director or his relative is a partner. ; A private company in which a director is a director or member. ; Any company in which at least 25% of voting rower is held or controlled by one or more Directors of the lending company. ; Any corporate body, the Board of Directors, Managing Director or manager whereof is accustomed to act according to the instructions of the Board or of any Director or Directors of the lending company. Book debt Is a loan Deposit Deposit kept by a company with another company is a loan. Advance An advance in the nature of a loan, receivable back by the company is a loan.

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