'Main sources of Board's powers include the Companies Act, Memorandum and articles and resolutions of members.' Do you agree with the statement ? Explain.

The statement that the main sources of Directors powers include the Companies Act, 2013, the Memorandum and Articles of Association of the company and resolutions passed by the Members is correct subject to certain reasonable conditions. There are two limitations specified in the Companies Act, 2013, namely: Section 179 of the Companies Act, 2013 empowers the Board of Directors of the company to exercise all such powers, and to do all such acts and things, as the company is authorised to do except where it is specifically mentioned in the Companies Act, 2013 or in the Memorandum and Articles of Association of the company or other regulations made by the company, that the power shall be exercised at a general meeting by the shareholders; and Anything done by the Board of Directors of the Company should be in accordance with the provisions of the Companies Act, 2013, other applicable laws or statues, or Memorandum and Articles of Association of the company. Thus, the Board is the custodian of the interests of the company and its stakeholders. When powers are vested in the Board of Directors by the Articles of Association of a company, the shareholders cannot interfere with them. If the shareholders are dissatisfied with what the directors do or the manner in which they do it, then, their remedy is to remove the Directors from their respective office in the manner provided by the Companies Act, 2013 or the Articles of Association of the Company. But so long as the Board of Directors exists and particular powers are vested in it by the articles, they are entitled to exercise those powers without interference by the shareholders and it is irrelevant whether the shareholders approve of what the directors have done or not. [Jagdishi Prasad vs. Paras Ram (1942)].