The Board of Directors is entitled to exercise all such powers and do all such acts and things as the company is authorised to exercise by its Memorandum of Association and Articles of Association. In general, the Board of Directors has the power of superintendent, control and direction over the Managing Director and the Manager who are the persons entitled to manage the affairs of the company. 

The Board of Directors can exercise the following powers:

1. Powers to be exercised at Board Meetings: 

The following powers must be exercised in a Board meeting and cannot be delegated to other managerial personnel: 

• To issue debentures; 

• To issue and allot shares; 

• To fill up casual vacancies on the board; 

• To sanction contracts in which one or more directors have an interest; 

• To make calls on shareholders in respect of money unpaid on their shares; 

• To forfeit shares; 

• To recommend dividends; 

• To decide the terms and conditions of issue of shares and debentures;

2. Other powers: 

• To borrow money by means other than through debentures say through public deposits. 

• To invest the company’s funds properly. 

• To make loans. 

• To make contracts for the purchase and sale of the property on behalf of the company.