You are viewing the translated version of सञ्चालक समितिको अधिकार र कर्तव्य.
Section 95
Rights and Duties of the Board of Directors
: (1) The management of the entire business of the company, exercise of rights and compliance with the duties of the directors shall be done collectively through the board of directors.
(2) Except in accordance with the decision of the general meeting, the director of any public company shall not do any work for his personal benefit through the company he is a member of. However, a private company may make reasonable arrangements regarding the benefits that the director can receive through the company as mentioned in the memorandum and articles of association or the unanimous agreement.
(3) Except as otherwise provided in accordance with this Act, the company's articles of association and regulations or the unanimous agreement in the case of a private company, the board of directors may authorize any director from among themselves or any employee of the company, alone or jointly, to take any action on behalf of the company, to conduct audits, to exchange warrants or checks, etc. He can set up his representative by delegating all or some of the rights even for printing. When delegating authority in that way, according to the decision of the board of directors, if there is at least one director and company secretary, he must prove the same.
(4) A person acting as a director or representative of the company may recover from the director or representative any loss or damage caused to the company by any action that exceeds his jurisdiction.
(5) If any person knowingly or has reason to believe that the director or representative under sub-section (3) is about to enter into any transaction for his own personal benefit or to cause loss to the company, if that person transacts any transaction with such director or representative, such person shall be liable to the company No claims can be made regarding the transaction.
(6) Notwithstanding anything written in sub-section (3c), the board of directors shall not be entitled to delegate the following rights to the company and such rights shall be exercised only in accordance with the decision passed by the meeting of the board of directors:-
(A) Shareholders ShThe right to demand payment of the outstanding amount due to the year,
(b) Power to Issue Debentures,
(c) Debentures other than debentures, rights of acquisition,
(d) Power to invest funds in the company's treasury,
(e) Authority to make loans.
(7) The provisions of clause (e) of sub-section (6) shall not be applicable in case of loans given and deposits received by companies engaged in banking and financial transactions in the course of regular business.
(8) If the board of directors deems it necessary to form a sub-committee to carry out a specific task, it may form one or more sub-committees according to the need and carry out such task.
(2) Except in accordance with the decision of the general meeting, the director of any public company shall not do any work for his personal benefit through the company he is a member of. However, a private company may make reasonable arrangements regarding the benefits that the director can receive through the company as mentioned in the memorandum and articles of association or the unanimous agreement.
(3) Except as otherwise provided in accordance with this Act, the company's articles of association and regulations or the unanimous agreement in the case of a private company, the board of directors may authorize any director from among themselves or any employee of the company, alone or jointly, to take any action on behalf of the company, to conduct audits, to exchange warrants or checks, etc. He can set up his representative by delegating all or some of the rights even for printing. When delegating authority in that way, according to the decision of the board of directors, if there is at least one director and company secretary, he must prove the same.
(4) A person acting as a director or representative of the company may recover from the director or representative any loss or damage caused to the company by any action that exceeds his jurisdiction.
(5) If any person knowingly or has reason to believe that the director or representative under sub-section (3) is about to enter into any transaction for his own personal benefit or to cause loss to the company, if that person transacts any transaction with such director or representative, such person shall be liable to the company No claims can be made regarding the transaction.
(6) Notwithstanding anything written in sub-section (3c), the board of directors shall not be entitled to delegate the following rights to the company and such rights shall be exercised only in accordance with the decision passed by the meeting of the board of directors:-
(A) Shareholders ShThe right to demand payment of the outstanding amount due to the year,
(b) Power to Issue Debentures,
(c) Debentures other than debentures, rights of acquisition,
(d) Power to invest funds in the company's treasury,
(e) Authority to make loans.
(7) The provisions of clause (e) of sub-section (6) shall not be applicable in case of loans given and deposits received by companies engaged in banking and financial transactions in the course of regular business.
(8) If the board of directors deems it necessary to form a sub-committee to carry out a specific task, it may form one or more sub-committees according to the need and carry out such task.