| S. No | Particulars | Companies Act, 2013 | Companies Act, 1956 | Changes |
| 1 | Applicability | Section – 179 read with Rule 8 of the Companies(Meetings of the Board and its Powers) Rules, 2014 | Section – 291 & 292 | — |
| 2 | Powers of Board | The Board of Directors shall exercise the following powers on behalf of the company by means of resolutions passed at meetings of the Board, namely :-
(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 **.
** Rule 8 of the Companies (Meetings of the Board and its Power) Rules, 2014.
1.To make political contributions; 2.To appoint or remove key managerial personnel (KMP); 3.To appoint internal auditors and secretarial auditor; |
The Board of directors shall exercise the following powers on behalf of the company, and it shall do so only by means of resolutions passed at meetings of the Board : –
(a) the power to make calls on shareholders in respect of money unpaid on their shares ; (aa) the power to authorise the buy-back referred to in the first proviso to clause (b) of sub-section (2) of section 77A; (b) the power to issue debentures; (c) the power to borrow moneys otherwise than on debentures; (d) the power to invest the funds of the company; and (e) the power to make loans
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Following powers have been introduced as per Companies Act, 2013 to be exercised by the Board only at their meeting: –
– To issue securities, including debentures, whether in India or outside; – 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; and – Such other matters relating to political contributions, appoint or remove key managerial personnel and appointment of internal & secretarial Auditors. |
| 3 | Delegation of Powers | The Board may, by a resolution passed at a meeting, delegate to any committee of directors, the managing director, the manager or any other 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. | The Board may, by a resolution passed at a meeting, delegate to any committee of directors, the managing director, the manager or any other principal officer of the company or in the case of a branch office of the company, a principal officer of the branch office, the powers specified in clauses (c), (d) and (e) to the extent specified in sub-sections (2), (3) and (4) respectively, on such conditions as the Board may prescribe.Every resolution delegating the power referred in clauses (c), (d) & (e) mentioned above shall specify the total amount upto which the borrowing/investment and its nature /loans including the maximum amount of loans which may be made for each such purpose in individual cases. | Now, while delegating the power to any committee or any specified person, it is not necessary to specify the amount up to which that power can be exercised. |
| 4 | Filing of Resolution passed | As per Section 117(3) (g) read with Rule 24 of the Companies (Management and Administration) Rules, 2014 Rules, 2014-
** In case of private companies section 117(3)(g) shall not apply – Notification dated 5-6-2015. |
Filing of resolution passed as per prescribed section was not required. | Resolution passed in pursuance of subsection (3) of section 179 read with rules is to be filed in Form-MGT-14 within 30 days with ROC for Public Companies. |