What are the powers vested with Board of Directors under section 179(3) of the Companies Act, 2013? Can any power be delegated to any authority, if so, elucidate.

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2021
What are the powers vested with Board of Directors under section 179(3) of the Companies Act, 2013? Can any power be delegated to any authority, if so, elucidate.

Answer & Explanation:

As per section 179 (3) of Companies Act, 2013, 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: Make call. Buy back of securities. Issuing securities. Borrowing monies. Investing funds. Granting loans/giving guarantees/providing securities. Approving financial statement and Board's report. Diversifying business. Approving amalgamation/merger/ reconstruction. Taking over of a company/acquiring control in substantial stake in another company. any other matter which may be prescribed. The following matter are prescribed by Companies (Meetings of Board and its Powers) Rules, 2014: Making political contributions. Appointing or removing KMP. Appointing internal auditor. Appointing secretarial auditor. 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 power specified in above serial no, iv, v and vi on such conditions as it may specify.

Topics: Companies Act, 2013

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