The Board of directors of XYZ Ltd. wants to delegate all or any of their powers to any of the directors of the company or any person even not in the employment of the company for transfer of securities. Referring to the

There is no restriction on delegation of powers of the board of directors of the company except as provided in first proviso to section 179(3) of Companies Act, 2013. It provides that The Board may delegate power to borrow money, to invest the fund of the company and to grant loan or give guarantee or provide security in respect of loans, by way of resolution to any committee of directors, the managing director, manager or any other principal officer, or principal officer of a branch of the company. Apart from this the board of directors may delegate all or any of its powers to any person including a person not in employment of the company if the Articles of Association so provides. Accordingly, in present case the Board of Directors of XYZ Ltd. may delegate the powers relating to transfer of securities only when the Articles of association allows delegation of the powers to any of the directors of the company or any person not in employment of the company.