Annual Compliance

A Glance on the Matters that Require Board Approval by Passing a Board Resolution

Board Resolution

There are various matters in a company that needs board of director’s approval by passing a board resolution. These matters need approval to verify whether the decisions are in the company’s favor or not before passing them. The Section 179, Sub-Section 3 of the Companies Act 2013, defines the matters which require board approval by passing a board resolution.

Now, let’s dig into a little deeper;

What is a Resolution?

A resolution is a formal document that contains the decisions taken by the board of directors or the shareholders on behalf of the company. A board resolution is made during the Board of the Directors Meeting which generally is used to keep all the decisions made in a written form. Moreover, a company acts on these decisions after passing a board resolution.

Board Resolution

A Brief Introduction on Functions of the Board of a Company

A board meeting is held once in a half year in case of small companies and in a quarter of a year in case of companies other than that. In this meeting the company’s board members take decisions in the form of a resolution for the betterment of the company.

The functions of a board is to;

  • Look upon matters like merges and acquisitions
  • Adding a product line
  • Look upon the annual budget of the company
  • Selecting and appointing chief executive officers, chairmen or managers at the higher level of the company
  • Forming policies
  • Taking care of the basic amenities of the company etc.

The Prescribed Processing of the Board of a Company

The Government of India has prescribed laws under Companies Act, 2013 to look upon the matters happening in a company. Also it is mandatory for every company to adhere these rules. According to these rules the number of board of directors should be seven and should not exceed this limit. Also in the case of stocks corporations, these corporations must stick to the rules directed by Securities and Exchange Board of India {SEBI}. The board members generally are;

  • Persons who have high shares in the company
  • Chief Executive Officers
  • Company Secretary
  • Legal Advisor
  • Other individuals who are at the senior levels of the company
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The powers of the boards are bestowed upon the board as a whole and not individually.

Suggested Reads: Composition of Board of Directors, Companies Act 2013

Matters that Require Board Approval

The following matters need approval of the board by passing a resolution at the meeting of Board of Directors. This is specified under Section 179, Sub-Section 3 of The Companies Act[1];

  • Approving financial statements of the company
  • Approving board’s report
  • Making efforts in expanding the business activities of the company
  • Investing the funds of the corporation
  • Borrowing money
  • Authorizing buy-back of securities under section 68
  • Issuing securities including debentures in India or outside
  • Granting loans, guarantees or providing security in respect of loans
  • Approving amalgamation, merger or reconstruction of company
  • Acquiring, taking over or having a substantial stake in another company
  • Making calls on shareholders in respect of the unpaid money on their shares

Format of Board Resolution

The general format of the board resolution is given as under

Board Resolution Format

Download Format on Board Resolution


The Indian Government has specified laws regarding every matter that takes place in a company under the Companies Act. This ensures that the functioning of the companies in India is in accordance with the prescribed laws. Some items/matters need the approval of the board of directors of the company and only after that, the company can take actions on the resolutions passed in the meeting.

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