POWERS TO BE EXECRCISED BY BOARD BY MEANS OF RESOLUTION AT BOARD MEETING COMPANIES ACT, 2013

As per Section 179(3) of the Companies Act, 2013 read with rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Companies (Meetings of Board and its Powers) Amendment Rules, 2015 following are the powers which shall be exercised by the Board of Directors on the behalf of the Company by means of resolutions passed at meetings of the Board:
  • 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;
  • to make political contributions;
  • to appoint or remove key managerial personnel (KMP);
  • to appoint internal auditors and secretarial auditor;                                                                                   

As per Section 117(3) of the Companies Act, 2013 resolutions passed in pursuance of sub-section (3) of section 179 shall be filed with the Registrar within thirty days of the passing of the resolution in the Form MGT-14 with the prescribed fee within the time specified under section 403.

The private Companies are exempted from the obligation of filling the resolutions passed in pursuance of sub-section (3) of section 179 in Form MGT-14 as Section 117(3) of the Companies Act, 2013 is not applicable on the Private Companies as per the exemption notification issued by Central government dated 5th June, 2015.



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