Section 179 — Powers of Board

(1) The Board of Directors of a company shall be entitled to exercise all such
powers, and to do all such acts and things, as the company is authorised to exercise and do:

1. Subs. by s. 58, ibid., for “shall carry out evaluation of every director’s performance” (w.e.f. 7-5-2018).
2. Subs. by Act 1 of 2018, s. 58, for the proviso (w.e.f. 7-5-2018).
3. Subs. by Act 29 of 2020, s. 36, for certain words (w.e.f. 21-12-2020).
4. Subs. by Act 1 of 2018, s. 58, for “non-consideration of resolution of any grievance” (w.e.f. 7-5-2018).

Provided that in exercising such power or doing such act or thing, the Board shall be subject to the
provisions contained in that behalf in this Act, or in the memorandum or articles, or in any regulations not
inconsistent therewith and duly made thereunder, including regulations made by the company in general
meeting:
Provided further that the Board shall not exercise any power or do any act or thing which is directed or
required, whether under this Act or by the memorandum or articles of the company or otherwise, to be
exercised or done by the company in general meeting.
(2) No regulation made by the company in general meeting shall invalidate any prior act of the Board
which would have been valid if that regulation had not been made.
(3) The Board of Directors of a company shall exercise the following powers on behalf of the company
by means of resolutions passed at meetings of the Board, namely:—
(a) to make calls on shareholders in respect of money unpaid on their shares;
(b) to authorise buy-back of securities under section 68;
(c) to issue securities, including debentures, whether in or outside India;
(d) to borrow monies;
(e) to invest the funds of the company;
(f) to grant loans or give guarantee or provide security in respect of loans;
(g) to approve financial statement and the Board’s report;
(h) to diversify the business of the company;
(i) to approve amalgamation, merger or reconstruction;
(j) to take over a company or acquire a controlling or substantial stake in another company;
(k) any other matter which may be prescribed:
Provided that the Board may, by a resolution passed at a meeting, d elegate to any committee of
directors, the managing director, the manager or any other principal officer of the company or in the case
of a branch office of the company, the principal officer of the branch office, the powers specified in clauses
(d) to (f) on such conditions as it may specify:
Provided further that the acceptance by a banking company in the ordinary course of its business of
deposits of money from the public repayable on demand or otherwise and withdraw able by cheque, draft,
order or other wise, or the placing of monies on deposit by a banking company with another banking
company on such conditions as the Board may prescribe, shall not be deemed to be a borrowing of monies
or, as the case may be, a making of loans by a banking company within the meaning of this section.
Explanation I.—Nothing in clause ( d) shall apply to borrowings by a banking company from other
banking companies or from the Reserve Bank of India, the State Bank of India or any other banks
established by or under any Act.
Explanation II .—In respect of dealings between a company and its bankers, the exercise by the
company of the power specified in clause ( d) shall mean the arrangement made by the company with its
bankers for the borrowing of money by way of overdraft or cash credit or otherwise and not the actual day-
to-day operation on overdraft, cash credit or other accounts by means of which the arrangement so made is
actually availed of.
(4) Nothing in this section shall be deemed to affect the right of the company in gene ral meeting to