Conflict between section 179(3) and section 186 of companies act 2013

Others 2808 views 2 replies

NJ INFINITY

Expert

165 Points Posted on 20 February 2016

There seems to be a conflict between Section 179(3) and Section 186 of Companies Act 2013.Section 179(3) authorizes the Board to delegate its powers to enter into specified transactions 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. However, Section 186 requires consent of all directors present in the meeting for approving such transactions. Will section 186 prevail over section 179(3) ? OR Is harmonious interpretation required?

Replies (2)

lohith7k

Company Secretary

61 Points Posted on 26 February 2016

@ Nitish I think sec 179(3) merely provides board can delgate its powers to such persons specified can enter into transactions specifed under section 179(3) d to f but 186 put limit and condtions to enter into such transactions.

179 (3) talks about power of the board to enter into transacions.

186 talks about limit and conditions to enter into such transactions.

Hope you are clear now.

Syd Ahmed

2 Points Posted on 11 June 2018

Sir I don't think that's correct... Bcoz section 186 talks about unanimous resolution with consent of all the directors whereas 179(3) talks about delegation to a particular MD/ committee of directors etc... So how can u have a unanimous resolution if you can delegate? It is clearly contradictory