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Monday, 13 June 2011

Discuss the functions and responsibilities of directors or What are the powers and functions of a board of directors of a public limited company


Functions of Directors :-
The duties and functions of the directors are determined in Articles of Association. The functions of the directors depend upon the nature of business. Generally directors perform the following functions :

1. According the ordinance, to manage the annual meeting.
2. Basic directors of the company should call the constitutional meeting and should submit the constitutional report.
3. It is the duty of the directors that they should prevent the misuse of capital.
4. The directors are personally liable for the breach of trust imposed on them by the company.
5. The directors are personally liable for the payment of dividend and capital.
6. They should look after the frame the policies for business.
7. They should submit the various reports to Registrar.
8. In case of fraud criminal liability is also imposed on the directors.

Powers of the Directors :-
The directors of the company can exercise the following powers on the behalf of the company by passing resolution.

1. To issue shares.

2. To make loans.

3. To invest the funds.

4. To issue debentures.

5. To make call of money unpaid on shares.

6. To approve the Bonus to employees.

7. To pay Govt. expenditure.

8. To determine dividend.

9. To fill the vacant seats of directors.

10. To borrow.

11. To incur capital expenditure exceeding Rs. 25 thousand in any single item, or to dispose of a fixed asset of the value exceeding Rs. 10 thousand.

12. To contract on the behalf of the company.

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