What powers can only the board exercise?
What powers the board of directors may exercise under section 179 of the Companies Act, 2013, which powers must be exercised only at a board meeting, the rule 8 list that cannot be delegated, and how these sit with the shareholder controls in section 180.
In this guide
Section 179 of the Companies Act, 2013 gives the board of directors the power to exercise all the powers the company is authorised to exercise, except those the Act or the articles require the company to exercise in general meeting. Certain powers, such as making calls, borrowing money, investing funds, and approving financial statements, may be exercised only by resolution passed at a board meeting. Rule 8 of the Companies (Meetings of Board and its Powers) Rules lists further powers the board must exercise only at a meeting and cannot delegate.
What does section 179 give the board?
Section 179 of the Companies Act, 2013 is the source of the board's management power. Section 179(1) gives the board the power to exercise all the powers and do all the acts the company is authorised to exercise, except those the Act, the memorandum, or the articles require the company to do in general meeting.
So the default is that the board runs the company. The exceptions are the powers reserved to the members, and the powers the board may exercise only at a meeting rather than by circulation.
Which powers need a board meeting?
Section 179(3) lists the powers the board exercises only by resolution passed at a board meeting. These are the higher-stakes decisions the Act keeps out of the circulation route.
| Power | Note |
|---|---|
| Make calls on shares | On unpaid amounts on shares |
| Authorise buyback | Under section 68 |
| Issue securities | Including debentures, in or outside India |
| Borrow money | Delegable to a committee or officer |
| Invest the funds of the company | Delegable to a committee or officer |
| Grant loans or guarantees | Delegable to a committee or officer |
| Approve financial statements and board report | Not delegable |
What does rule 8 add?
Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 adds further powers the board must exercise only at a meeting. These include making political contributions, appointing or removing key managerial personnel, and appointing the internal auditor and the secretarial auditor.
The rule 8 powers sit alongside the section 179(3) list, so together they form the set of decisions that cannot be passed by circulation. A board that tries to clear one of these by circulated resolution has not validly exercised the power.
Which powers can the board delegate?
The board can delegate the powers to borrow money, invest the company's funds, and grant loans or guarantees. The third proviso to section 179(3) allows delegation to a committee of directors, the managing director, the manager, or another principal officer, by a resolution passed at a board meeting.
The distinction is between deciding to delegate and exercising the power. The decision to delegate is itself a meeting-only act, but once delegated, the delegate can exercise the borrowing, investment, or loan power within the limits set.
How does this sit with section 180?
Section 179 empowers the board; section 180 fences some of those powers behind a members' special resolution. The board can borrow under section 179(3), but section 180(1)(c) requires a special resolution once borrowing exceeds the paid-up capital, free reserves, and securities premium taken together.
So the two sections are read together. Section 179 says the board may act; section 180 says that for a handful of major acts the members must approve first. For the restriction side, read our section 180 guide.
How do I confirm a power is board-only?
- Check the power against the section 179(3) list in section 179.
- Check the rule 8 additions for powers like KMP appointment.
- If it is on either list, pass it at a board meeting, not by circulation.
- For borrowing, investment, or loans, decide whether to delegate by a meeting resolution.
- Check whether section 180 also needs a members' special resolution.
Where do boards go wrong on powers?
- Passing a section 179(3) or rule 8 power by circulation instead of at a meeting.
- Delegating a power, like approving accounts, that cannot be delegated.
- Borrowing past the section 180(1)(c) limit without a members' special resolution.
- Assuming the managing director can borrow without a delegating board resolution.
- Overlooking the articles, which can reserve a power to the members.
Where are section 179 changes published?
Changes to board powers come as MCA amendments to the Companies Act and to the Companies (Meetings of Board and its Powers) Rules. For the board meetings at which these powers are exercised, read our section 173 board meetings guide, and for the shareholder restrictions, our section 180 guide. Complied AI keeps MCA updates in one feed so you can open the notification behind a rule change and read section 179 next to it.
Practical checks
Common questions
What powers does section 179 give the board?
Section 179(1) gives the board the power to exercise all the powers and do all the acts the company is authorised to exercise and do, except those the Act, the memorandum, or the articles require the company to exercise in general meeting. So the board holds the general management power, with carve-outs reserved to the members.
Which powers can be exercised only at a board meeting?
Section 179(3) lists them: to make calls on shares, authorise buyback under section 68, issue securities including debentures, borrow money, invest the funds of the company, grant loans or give guarantees, approve the financial statements and board report, diversify the business, approve amalgamation or reconstruction, and take over or acquire a controlling interest in another company. These are exercised by resolution at a board meeting, not by circulation.
What does rule 8 of the Board Powers Rules add?
Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 lists further powers the board must exercise only at a meeting, such as making political contributions, appointing or removing key managerial personnel, and appointing internal and secretarial auditors. These join the section 179(3) list as powers that cannot be passed by circulation.
Can the board delegate its borrowing and investment powers?
Yes, to an extent. The third proviso to section 179(3) lets the board, by resolution passed at a meeting, delegate the powers to borrow money, invest funds, and grant loans or guarantees to a committee, the managing director, the manager, or another principal officer. The power to exercise them can be delegated even though the decision to delegate must itself be taken at a board meeting.
What is the difference between section 179 and section 180?
Section 179 sets what the board can do, including powers it exercises only at a meeting. Section 180 sets restrictions where the board needs the members' approval by special resolution, such as selling the whole undertaking or borrowing beyond paid-up capital and free reserves. So section 179 empowers the board and section 180 fences some of those powers behind a shareholder vote.
Can a board power be passed by circulation instead of a meeting?
Not the ones in section 179(3) or rule 8. Those must be exercised by a resolution passed at a duly convened board meeting, so they cannot be passed as a resolution by circulation under section 175. Other board powers can be passed by circulation where the Act allows it.
Do the articles affect the board's powers under section 179?
Yes. Section 179(1) makes the board's power subject to the Act, the memorandum, and the articles, and section 179(4) provides that regulations made by the company in general meeting do not invalidate a prior act of the board that would have been valid without them. So the articles can reserve powers to the members, but they cannot retrospectively undo a valid board act.
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How this guide was prepared
This guide is published by the Complied AI research desk. Its source list and stated position were checked against the official records shown below on 16 September 2026.
Automation, including AI, may assist research, drafting and structure. It does not replace the official record or amount to an independent professional review. Read our editorial standards and corrections policy.
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