Managing Directors Power in Articles of Association

Santosh Kumar Soni (Company Secretary) (69 Points)

28 February 2011  

Dear Experts,

I have a problem and want 2nd openion on the same;

Whether in a Publice Company (unlisted/listed) the Articels of Association prescribe the power of Managing Director to sale any immovable (or other) properties of the Company.

"I know the provision of Section 293(1)(a) restrict and provide the proceedure for sell, leas or otherwise dispose of the whole, or substantially the whole, of the undertaking of the company..................." but managment want to entrust entire power  to sell the properties of the company to the Managing Director. Is it posible to fram Articles in the aforsaid manner.


Whether the power of Board of Directors [after obtaining consent u/s 293(1)(a)] can be automaticly transferred to Managing Director, if articles provides that "Power to sale any property of the company shall be excercised only by Managing Director".

In my openion such powers are ultra virus to the provision of the Act, and cannot be ecercised by MD unilitrally, but should be execrcised by Board of Director at duly convened meeting but Board of Director may authorised to MD for execution of such power.

Pls. give your comments at earliest.