MCA has vide notification dated 05/06/2015 exempted private limited companies from resolutions passed in pursuance of sub-section (3) of section 179 as it has provided that clause (g) of sub-section (3) of section 117 shall not apply to private limited Companies.  Section 179 (3) specifies the power which board shall exercise on behalf of the company by means of resolutions passed at meetings of the Board.  

Resolution specified under sub-section (3) of section 179 of Companies Act, 2013 are as follows :-

(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 debentures, 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: (Please note Matter been prescribed under Rule 8 of Companies (Meetings of Board and its Powers) Rules, 2014. Which are as follows :-

(1) to make political contributions;

(2) to appoint or remove key managerial personnel (KMP);

(3) to take note of appointment(s) or removal(s) of one level below the Key Management Personnel;

(4) to appoint internal auditors and secretarial auditor;

(5) to take note of the disclosure of director’s interest and shareholding;

(6) to buy, sell investments held by the company (other than trade investments), constituting five percent or more of the paid up share capital and free reserves of the investee company;

(7) to invite or accept or renew public deposits and related matters;

(8) to review or change the terms and conditions of public deposit;

(9) to approve quarterly, half yearly and annual financial statements or financial results as the case may be.

(Compiled by Taxguru Team)

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October 2020