List out the additional items of business which cannot be passed through resolution by circulation and have to be placed before the Board at its meeting in case of a listed company.

CS Professional · Advanced Company Law and Practice · PYQS · December 2015
List out the additional items of business which cannot be passed through resolution by circulation and have to be placed before the Board at its meeting in case of a listed company.

Answer & Explanation:

Section 179(3) of the Companies Act, 2013 provides that 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 (not by means of passing resolution by circulation), 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 may be prescribed: Rule 8 of the Companies (Meetings of Board and its powers) Rules, 2014 provides the following more items: To make political contributions; To appoint or remove key managerial personnel; To appoint internal auditors and secretarial auditor Para 1.3.8 and Annexure A of the Secretarial Standard -1 on meetings of the Board provides for the illustrative list of business which shall not be passed by circulation and shall be placed before the Board at its meeting.

Topics: Board Meetings

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