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Companies Act, 2013

SECTION 179 TO 186
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Powers of Board (At Meeting)

Business

Securitie
Account
s
s

Funds Board
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Powers of Board (At Meeting)

Business

Securitie
Account
s
s

Funds Board
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Powers of Board (At Meeting)

 Call
 Buy Back
Securitie  Issue of
s Securities
 Initial
 Further
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Powers of Board (At Meeting)

Business

Securitie
Account
s
s

Funds Board
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Powers of Board (At Meeting)

 Public Deposits

 Borrowings

 Investments
Committee of
 Grant Loans Directors
Managing Director
Manager
 Contribution Branch Officer

Funds
 Sell

Investments
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Powers of Board (At Meeting)

Business

Securitie
Account
s
s

Funds Board
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Powers of Board (At Meeting)

Business
 Merger

 Diversification

 Joint Venture

 Acquisition

 Commencement
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Powers of Board (At Meeting)

Business

Securitie
Account
s
s

Funds Board
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Powers of Board (At Meeting)

 Quarterly Results

 Half yearly Results Account

s
 Annual Results

 Internal Audit
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Powers of Board (At Meeting)

Business

Securitie
Account
s
s

Funds Board
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Powers of Board (At Meeting)

 KMP

 Disclosures

 Casual Vacancy

Board
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Loan and Investment by Company

GIVE

“
GIVE
Loan Guarantee
Threshold Limit
To any person or other To any person or
body corporate other body corporate 60 % of Paid up Share
COMPAN Capital + Free
Y, Reserves + Securities
DIRECTLY
Premium
/
INDIRECT
OR
100% of Free

”
LY

PROVIDE MAKE Reserves + Securities

Security Investment Premium,
whichever is higher
To any person or other Acquisition by way of
body corporate subscription,
purchase or
otherwise, securities
of any other body
corporate
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Exemptions

[Link] given, guarantee/security provided by Banking Company, Insurance Company, Housing Finance
Company in ordinary course of business

[Link] given, guarantee/security provided by a company engaged in the business of financing of companies or
providing infrastructural facilities.

[Link] made or loan given by NBFC whose principle business is acquisition of securities
[Link] made by a company whose principle business is acquisition of securities
[Link] of shares issued on rights basis.
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Loans and Investments by Company
continued…
Some other conditions and provisions

Rate of Layers Sanctions

Permitted Required
Interest
At least prevailing yield of 1, 3, 5 or Max two layers of investment • Unanimous Board Resolution
10 year(s) Government Security, companies, unless otherwise • Special Resolution beyond
closest to the tenure of loan. prescribed. threshold limit
• Public Financial Institutions,
unless specified conditions
complied.

Disclosures Register & CG Non-

Powers Compliance
Disclosure in financial statements of • Every company to maintain • Company – Fine of Rs. 25,000
full particulars of loans given, register containing such to Rs. 5 lakhs
investments made, particulars as may be • Officer in default –
guarantee/security given and prescribed by Central Imprisonment upto 2 years AND
particulars of proposed utilization Government. fine of Rs. 25,000 to Rs. 1 lac.
by recipient of • CG has power to make rules.
loan/guarantee/security.
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Powers of Board

Absolute Powers

Restricted by
Act/MoA/AoA

Restricted by any regulation,

including regulation made in
General Meeting
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Powers of Board (Special Resolution)

Board
Meeting

Invest, except Trust

Sell/Lease/Otherwise
Securities EXCEPTIONS
► Title transferred, in
20% of Total Compensation good faith.
Income/Value Received
► Sell or lease, an
ordinary business.

Substantially Merger Amalgamation

Wholly
Whole
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Powers of Board (Special Resolution)

General
Meeting

Borrowing

► Except temporary
Loans obtained in
ordinary course of
business.
Yet to be Already

Exceeds
Share Capital
+
Free Reserves