Section 179: Powers of Board

Section 179: Powers of Board · Complied AI

(a)

to make calls on shareholders in respect of money unpaid on their shares ;

(b)

to authorise buy-back of securities under section 68;

(c)

to issue securities, including debenture, whether in or outside India;

(d)

to borrow monies;

(e)

to invest the funds of the company;

(f)

to grant loans or give guarantee or provide security in respect of loans;

(g)

to approve financial statement and the Board’s report;

(h)

to diversify the business of the company;

(i)

to approve amalgamation, merger or reconstruction;

(j)

to take over a company or acquire a controlling or substantial stake in another company;

(k)

any other matter which may be prescribed:

Proviso

Provided that the Board may, by a resolution passed at a meeting, delegate to any committee of directors, the managing director , the manager or any 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:

Proviso

Provided further that the acceptance by a banking company in the ordinary course of its business of deposits of money from the public repayable on demand or otherwise and withdrawable by cheque, draft, order or otherwise, or the placing of monies on deposit by a banking company with another banking company on such conditions as the Board may prescribe, shall not be deemed to be a borrowing of monies or, as the case may be, a making of loans by a banking company within the meaning of this section.

Proviso

Provided also that in case of a Specified IFSC public company, the Board can exercise powers by means of resolutions passed at the meetings of the Board or through resolutions passed by circulation.

Proviso

Provided also that in case of a Specified IFSC private company, the Board can exercise the powers by means of resolutions passed at the meetings of the Board or through resolutions passed by circulation.

Explanation

I .—Nothing in clause ( d ) shall apply to borrowings by a banking company from other banking companies or from the Reserve Bank of India, the State Bank of India or any other banks established by or under any Act.

Explanation

II .—In respect of dealings between a company and its bankers, the exercise by the company of the power specified in clause ( d ) shall mean the arrangement made by the company with its bankers for the borrowing of money by way of overdraft or cash credit or otherwise and not the actual day-to-day operation on overdraft, cash credit or other accounts by means of which the arrangement so made is actually availed of.

Notes, amendments & references (10)

d ) to borrow monies; In respect of section 8 companies, matters referred to in clauses (d), (e) and (f) of sub-section (3) may be decided by the Board by circulation instead of at a meeting vide notification no. G.S.R. 466(E) dated 5th June, 2015.

(The exceptions, modifications and adaptations provided above shall be applicable only to those companies covered under section 8 of the said act which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June, 2017)

To view the notification, Click Here

e ) to invest the funds of the company; In respect of section 8 companies, matters referred to in clauses (d), (e) and (f) of sub-section (3) may be decided by the Board by circulation instead of at a meeting vide notification no. G.S.R. 466(E) dated 5th June, 2015.

f ) to grant loans or give guarantee or provide security in respect of loans; In respect of section 8 companies, matters referred to in clauses (d), (e) and (f) of sub-section (3) may be decided by the Board by circulation instead of at a meeting vide notification no. G.S.R. 466(E) dated 5th June, 2015.

Explanation. – For the purposes of this Act, the term ‘start-up’ or “start-up company” means a private company incorporated under the Companies Act, 2013 (18 of 2013) or the Companies Act, 1956 (1 of 1956) and recognised as start-up in accordance with the notification issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry.

Refer rule 8 of the Companies (Meetings of Board and its Powers) rules,2014. To view the rule, Click Here

Refer circular 19/2014. To view the clarification, Click Here

Provided also that Inserted vide Exemption Notification to specified IFSC Public Companies, GSR 08 (E) dated 04.01.2017. To view the notification Click Here

Provided also that Inserted vide Exemption Notification to specified IFSC Private Companies, GSR 09 (E) dated 04.01.2017. To view the notification Click Here