ADVISE whether delegation of powers of board to Managing Director is possible? Would your answer be different, if the delegation is made to the…

(a) Under section 179 (3) of the Companies Act, 2013, 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: (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, delegate 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. From the foregoing provisions, it is evident that the Board of Sparkle Private Limited is well within its rights to delegate the power to borrow monies, as permitted under clause (d) of Section 179 (3) , to the Managing Director, manager, or any other principal officer. However, the power to issue securities, including debentures, for the purpose of raising funds under clause (c) of Section 179 (3) , cannot be delegated and must be exercised solely by the Board itself.