resolutions

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Manmohan ACA, CS (Querist)

12 July 2009 What are the resolutions required to be passed at the Board meeting only i.e. can not be passed through circulation.

CA. B.SRINIVASULU

CA. B.SRINIVASULU (Expert)

12 July 2009 Section 292 of the companies act deals with certain powers to be exercised by Board only at the Board meeting

(a) to make calls on shares
(b) to borrow money otherwise than on deb.
(c) to invest funds of the company
(d) to make loans.

Ankur Garg

Ankur Garg (Expert)

13 July 2009 Hello Manmohan,

Find desired information:

Matters which require sanction at Board Meetings, and not by circulation

There are certain matters in reference to which the provisions of the act would require a resolution at an actual Board Meeting and not one by circulation. They are as follows:

S. No. Provision/Section Matter
1. Section-262 Filling a casual vacancy in the Board

2. Section-292 The power to:

(i) make calls on shareholders;
(ii) issue debentures;
(iii) borrow moneys otherwise than on debentures;
(iv) invest the company’s funds;
(v) make loans;
3. Section-297 Board’s sanction for certain contracts in which particular directors are interested;

4. Section-299 Disclosure to the Board of a director’s interest in a transaction of the company;

5. Section-308 Disclosure to the Board of a director’s shareholding

6. Section-316 & 386 Approval to the appointment of a person as Managing Director or manager in more than one company;

7. Section-372A Sanction for inter-corporate loan, investment or giving of guarantees or providing security.

Regards

Ankur Garg

Ankur Garg (Expert)

13 July 2009 You may also visit my article regarding resolution by circulation at the following link:

https://www.caclubindia.com/articles/article_list_detail.asp?article_id=2083&article_title=Passing%20of%20Board%20resolution%20by%20circulation%20under%20Section%20289

Regards

Manmohan ACA, CS

Manmohan ACA, CS (Querist)

13 July 2009 Thanks

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