Section 183: Power of Board and other persons to make contributions to national defence fund, etc

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 2013
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Legal Commentary & Landmark Judgments: Section 183

Section 183 establishes an extraordinary non-obstante statutory authorization empowering the Board of Directors or general meeting to contribute unlimited corporate funds to the National Defence Fund or approved sovereign defence funds, superseding all statutory and charter limitations.

  • Overriding Non-Obstante Mandate: Operates notwithstanding anything contained in Section 180 (restrictions on board borrowing and asset disposal), Section 181 (charitable contributions), Section 182 (political contributions), or any other provision of the Act, Memorandum, or Articles.
  • Unrestricted Quantum of Contribution: Empowers the Board of Directors, or any person or authority exercising board or general meeting powers, to donate any amount deemed fit without quantitative profit caps or prior shareholder assent.
  • Sovereign Purpose Requirement: Disbursements are permissible exclusively to the National Defence Fund or any other specific fund established or approved by the Central Government for national defence purposes.
  • Immunity from Ultra Vires Invalidation: Because the statutory empowerment overrides the corporate charter, contributions made under Section 183 cannot be challenged by shareholders or creditors as ultra vires the Memorandum or an improper dissipation of corporate assets.
Key Landmark Precedents:
  • Laxmanaswami Mudaliar v. LIC, AIR 1963 SC 1185: The Supreme Court ruled that while corporate donations without charter authority are ultra vires, an express statutory empowerment with non-obstante effect overrides internal charter limitations and shields corporate disbursements from challenge.
  • State of Bombay v. R.M.D. Chamarbaugwala, AIR 1957 SC 699: Established that legislative non-obstante clauses must be given their widest amplitude to effectuate paramount sovereign and public objectives, superseding general restrictive provisions.
Courtroom Practice & Strategic Litigation Guidance:

When approving national defence contributions, verify that the designated recipient is an officially gazetted sovereign fund (such as the Prime Minister's National Defence Fund). Ensure that the board resolution specifically invokes Section 183 to protect the directors from shareholder claims alleging breach of fiduciary duty or violation of the general borrowing and expenditure ceilings under Section 180.