Section 378R Powers and functions of Board – Companies Act 2013

Section 378R of Companies Act 2013 amended by Companies (Amendment) Act, 2020. Provisions and rules related to Powers and functions of Board.

Amended and updated notes on section 378R of the Companies Act 2013 as amended by the Companies (Amendment) Act, 2020 and Company Rules made there under. Detail discussion on provisions and rules related to Powers and functions of Board.

Chapter XXIA PART-III (Sections 378O to 378Z) of the Companies Act 2013 (CA 2013) deals with the provisions related to management of producer company. Section 378R of CA 2013 provides for Powers and functions of Board.

Recently, we have discussed in detail section 378Q (Vacation of office by directors) of CA 2013. Today, we learn the provisions of section 378R of the Companies Act 2013.

In exercise of the powers conferred by sub-section (2) of section 1 of the Companies (Amendment) Act, 2020 (29 of 2020), the Central Government appoints the 11th February, 2021 as the date on which the provisions of section 52 of the Companies (Amendment) Act, 2020 shall come into force.

Accordingly, the provisions of section 378R are effective from 11th February, 2021. You may refer Notification No. S.O. 644(E) dated 11-02-2021. In this article, you will learn detail of the provisions of section 378R the Companies Act 2013.

Name of ActThe Companies Act 2013
Enacted byParliament of India
Administered byMinistry of Corporate Affairs (MCA)
Number of Chapters29
Number of Sections484 (470-43+57)
Number of Schedules7
You are reading:
Chapter No.XXIA (PART-III)
Chapter NameManagement of Producer Company
Section No.378R
Section NamePowers and functions of Board
Monthly Updated EditionCompany Law PDF

Section 378R: Powers and functions of Board

Section 378R(1) of Companies Act

Subject to the provisions of this Act and articles, the Board of Directors of a Producer Company shall exercise all such powers and to do all such acts and things, as that Company is authorised so to do.

Section 378R(2) of Companies Act

In particular and without prejudice to the generality of the foregoing powers, such powers may include all or any of the following matters, namely:—

  • (a) determination of the dividend payable;
  • (b) determination of the quantum of withheld price and recommend patronage to be approved at general meeting;
  • (c) admission of new Members;
  • (d) pursue and formulate the organisational policy, objectives, establish specific long-term and annual objectives, and approve corporate strategies and financial plans;
  • (e) appointment of a Chief Executive and such other officers of the Producer Company, as may be specified in the articles;
  • (f) exercise superintendence, direction and control over Chief Executive and other officers appointed by it;
  • (g) cause proper books of account to be maintained; prepare annual accounts to be placed before the annual general meeting with the report of the auditor and the replies on qualifications, if any, made by the auditors;
  • (h) acquisition or disposal of property of the Producer Company in its ordinary course of business;
  • (i) investment of the funds of the Producer Company in the ordinary course of its business;
  • (j) sanction any loan or advance, in connection with the business activities of the Producer Company to any Member, not being a director or his relative;
  • (k) take such other measures or do such other acts as may be required in the discharge of its functions or exercise of its powers.

Section 378R(3) of Companies Act

All the powers specified in sub-sections (1) and (2) shall be exercised by the Board, by means of resolution passed at its meeting on behalf of the Producer Company.

Explanation: For the removal of doubts, it is hereby declared that a director or a group of directors, who do not constitute the Board, shall not exercise any of the powers exercisable by it.


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