The Board of Directors

Section 2(10) of the Companies Act, 2013 defines the "Board of Directors" or "Board," in relation to a company, as the collective body of the directors of the company. The word "collective" here is the operative idea: individual directors, taken one by one, hold no independent power to bind the company or take decisions on its behalf merely because each is a director. It is the Board acting together, at a duly convened and properly constituted meeting, that exercises the powers the Act and the company's Articles of Association vest in the management of the company. A director acting alone, without Board authority, generally cannot commit the company to a decision reserved for the Board.

This collective character explains a great deal of company procedure that a student of secretarial practice must know cold: why Board meetings need a minimum quorum before valid business can be transacted, why decisions of the Board are recorded as resolutions passed at a meeting (or, in limited cases, by circulation) rather than as the private opinions of individual directors, and why the minutes of Board meetings are treated as the authentic record of what the company, through its Board, actually decided. Section 179 of the Act vests in the Board of Directors the general power to exercise all such powers, and to do all such acts and things, as the company is authorised to exercise and do — subject to the provisions of the Act, the memorandum, the articles, and any regulations made by the company in general meeting. In other words, the Board is the primary organ t …