"The Board of Directors can exercise certain powers on behalf of the company by passing resolutions only at its meetings." Discuss.

CS Professional · Advanced Company Law and Practice · PYQS · December 2021
"The Board of Directors can exercise certain powers on behalf of the company by passing resolutions only at its meetings." Discuss.

Answer & Explanation:

The provisions related to exercise the certain powers on behalf of the company by passing resolutions passed in meetings of the Board of Directors are provided under Section 179(3) of the Companies Act, 2013 and Rule 8 of the Companies (Meetings of the Board and its Powers) Rules, 2014. The provisions are discussed below. As per Section 179 (3) of the Companies Act, 2013 (the Act), the Board of Directors of a company shall exercise the following powers on behalf of the company by means of resolutions passed at meetings of the Board namely: to make calls on shareholders in respect of money unpaid on their shares to authorise buy-back of securities under Section 68 to issue securities, including debentures, whether in or outside India to borrow monies to invest the funds of the company to grant loans or give guarantee or provide security in respect of loans to approve financial statement and the Board's report to diversify the business of the company to approve amalgamation, merger or reconstruction to take over a company or acquire a controlling or substantial stake in another company any other matter which is prescribed. However, the Board may, by a resolution passed at a meeting, delegate to any committee of directors, the managing director, the manager or any other principal officer of the company or in the case of a branch office of the company, the principal officer of the branch office, the powers specified in Clauses (d) to (f) on such conditions as it may specify. Further, as per Rule 8 of the Companies (Meetings of the Board and its Powers) Rules, 2014, in addition to the powers specified in Section 179(3) as discussed above, the following powers shall also be exercised by the Board of Directors only by means of resolutions passed at the meetings of the Board: to make political contributions to appoint or remove key managerial personnel to appoint internal auditors and secretarial auditor

Topics: Board Meetings and Powers

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