Cos 378R — Powers and functions of Board

Companies Act, 2013

Statutory text

(1)  Subject  to  the  provisions  of  this  Act  and  articles,  the Board of Directors of a Producer Company shall exercise all such powers and to do all such acts and things, as that Company is authorised so to do.
(2)  In  particular  and  without  prejudice  to  the  generality  of  the  foregoing  powers, such  powers  may include all or any of the following matters, namely:—
(a) determination of the dividend payable;
(b) determination of the quantum of withheld price and recommend patronage to be approved at general meeting;
(c) admission of new Members;
(d) pursue  and  formulate  the  organisational  policy,  objectives,  establish specific  long-term  and annual objectives, and approve corporate strategies and financial plans;
(e) appointment of a Chief Executive and such other officers of the Producer Company, as may be specified in the articles;
(f)  exercise  superintendence,  direction  and  control  over  Chief  Executive and  other  officers appointed by it;

(g) cause proper books of account to be maintained; prepare annual accounts to be placed before the annual general meeting with the report of the auditor and the replies on qualifications, if any, made by the auditors;
(h) acquisition or disposal of property of the Producer Company in its ordinary course of business;
(i) investment of the funds of the Producer Company in the ordinary course of its business;
(j)  sanction  any  loan  or  advance,  in  connection  with  the  business  activities of  the  Producer
Company to any Member, not being a director or his relative;
(k)  take  such  other  measures  or  do  such  other  acts  as  may  be required  in the  discharge  of  its functions or exercise of its powers.
(3) All the powers specified in sub-sections (1) and (2) shall be exercised by the Board, by means of resolution passed at its meeting on behalf of the Producer Company.
Explanation.—For the removal of doubts, it is hereby declared that a director or a group of directors, who do not constitute the Board, shall not exercise any of the powers exercisable by it.

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