ANNEXURE - V

GENERAL POWERS OF THE COMPANY VESTED IN THE BOARD

14. (A) The Business of the Company shall be managed by the Board, who may exercise all such powers of the Company as except those which under the Companies Act 1956, or any statutory modification thereof for the time being in force or by these articles, required to be exercised by the Company in general meetings, subject nevertheless to the provisions of these Articles, to the provisions of the said Act and the directives if any, the President may issue from time to time and such regulations being not inconsistent with the aforesaid provisions,   as may be prescribed by the Company in general meeting but no regulation made by the Company shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.

Specific powers given to Directors

B. Without prejudice to the general powers conferred by the last preceding Article, and the other powers conferred by these Articles, the Directors shall have the following powers, that is to say powers:

1. (a)  To acquire property – to purchase, take on lease or otherwise acquire for the Company property, rights or privileges which the Company is authorised to acquire at such prices, and on such terms and conditions as they think fit.

(b) To sanction expenditure in case of variations in approved estimates which are not more than 10 per cent for any particular component parts thereof.

2. Work of capital nature – to authorise the undertaking of works of a capital nature and the acquisition of capital assets of an immovable nature which are related thereto subject to the condition that all cases involving capital expenditure exceeding Rs.5 crore shall be referred to the President for his approval before authorization.

To pay for property in debentures etc. 

(iii) To pay for property in debentures etc., to pay for any property rights or privileges acquired by or services rendered to the Company either wholly or partially in case or in shares, bonds, debentures or other securities of the Company and such shares may be issued, either as fully paid up or with such amount credited as paid up thereon as may be agreed upon; and any such bond, debentures or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged.

To secure Contracts by mortgages

(iv) To Secure contracts by mortgage, subject to the  provision  of  Section  292  of the Act to secure the fulfillment of any contracts or engagements entered into by the Company by mortgage or charge of all any of the property of the Company and its uncalled capital as they may think fit.

To create posts and to appoint officers etc.

(v) To create posts and to appoint officers etc. – to create posts below the Board level and to make appointments and at their discretion to censure, withhold increments or promotions, recover from pay the whole or part of pecuniary loss caused to the Centre by negligence or breach of orders, to reduce to lower grade or posts or to a lower time scale or to a lower stage in the same scale, to remove from service which shall not be disqualification for future employment or to suspend or to dismiss from service which shall ordinarily be disqualification for future employment such secretaries, officers, clerks, agents and servants for permanent, temporary or special services, as they may, from time to time, think fit and to determine their powers and duties and fix their salaries or emoluments and to require security in such instances and of amount as they think fit.  

To appoint trustees

(vi) To appoint trustees. – to appoint any person or persons (whether incorporated or not) to accept and hold in trust for the Company, any property belonging to the Company or in which it is interested for any other purposes, and to execute all such deeds and things as may be requisite in relation to any such trust, and to provide for the remuneration of such trustee or trustees.

To bring and defend action etc. 

(vii) To bring and defend action etc. to institute conduct, defend compound or abandon any legal proceedings by or against the Company or its officers, or otherwise concerning the affairs of the Company and also compound and allow time for payment or satisfaction of any claims or demands by or against the Company.

To refer to arbitration

(viii) To refer to arbitration – to refer any claims or demand  by or against the Company to arbitration; and observe and perform the awards.

To give receipt

(ix)  To give receipt – to make and give receipts, releases and other discharges for money payable to the Company, and for the claims and demands of the Company.

To authorise acceptance etc. 

(x)   To authorise acceptance etc. – to determine who shall be entitled to sign on the Company’s behalf bills, notes, receipts, acceptances, endorsements, cheques, releases, contracts and documents.

To appoint attorneys

(xi)  To  appoint  attorneys – from  time  to time, to provide for the management of the affairs of the Company in such manner as they may think fit, and in particular to appoint any person to be the attorneys or agents of the Company with such powers (including power to sub delegate) and upon such terms as may be thought fit.

To invest money

(xii) To invest money – subject to the provisions of Section 292 of the Act to invest in the Reserve Bank of India or in such securities as may be approved by the President and deal with any of the money of the Company upon such investments authorised by the Memorandum of the Company (not being shares in this Company) and in such manner as they think fit, and from time to time vary or realize such investments.

To give security by way of indemnity

(xiii) To give security by way of indemnity – to execute in the name and on behalf of the Company in favour of any Director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company’s property (present or future) as they think fit, and any such mortgage may contain a power of sale and such other powers, convenants and provisions as shall be agreed on.

To give pensions

(xiv) To give pensions – to give, award or allow any pension, gratuity or compensation to any employee of the Company or his widow, employee of the Company or his widow, children or dependents, that may, appear to the Directors just or proper, whether such employee, his widow children or dependents have or have not a legal claim upon the Company.

To make by-laws

(xv)   To make bye-laws-from time to time, to make, vary and repeal bye-laws for the regulations of the business of the Company its officers and servants.

To Create Provident Fund

(xvi)  To create Provident Fund – subject to the approval of the President to set aside such portion of profits of the Company as they may think fit, to form a fund to provide for such pension, gratuities or compensation or to create any provident or benefit fund in such manner as the Directors may deem fit.

To make contracts, etc.

(xvii) To make contracts, etc. – to enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purpose of the company; and 

To sub-delegate powers

(xviii) To sub-delegate powers – Subject to Section 292 of the Act to sub-delegate all or any of the powers, authorities and discretion for the time being vested in them subject, however, to the ultimate control and authority being retained by them.