Delegation of Powers
All companies. The Board may delegate its powers to any committee, director, or officer, subject to the limitations in Section 179(3) where certain powers cannot be delegated.
Someone has to be authorised to act. Make sure it's on paper, not just understood. Section 179(3) first proviso is what makes this binding, not just understood internally. The practical effect: board may delegate only: (a) power to borrow money, (b) power to invest company funds, (c) power to grant loans/give guarantee/provide security for loans. With Fi CTC Generator, this is a 3-minute task, not a 30-minute Word-template hunt.
Powers under Section 179(3) — including making calls on shares, authorising buy-back, issuing debentures, borrowing beyond limits, and investing surplus funds — CANNOT be delegated and must be exercised by the Board as a whole.
Section 179(3), Companies Act 2013
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