When is a board resolution enough and when is a shareholder resolution required?

I want to know which company decisions can be approved by the board alone and which need shareholder approval under Indian law. Before I spend money on it, I want to know whether Companies Act 2013, Section 179 gives me a remedy here and what proof I would need. Any Section numbers I can quote when I write to them would be useful.

Companies Act 2013, Section 179, Companies Act 2013, Section 114 and Companies Act 2013, Section 117 is what decides this question in India. Read it alongside the provisions named, because the relief available to you turns on the facts you can prove on paper.

Section 179 lists powers the board can exercise only through a board resolution passed at a duly convened meeting, such as borrowing, investing surplus funds and making calls on shares.

Section 114 distinguishes ordinary resolutions, needing a simple majority, from special resolutions, needing a three-fourths majority, for matters like altering the articles or approving certain related party transactions.

Matters such as alteration of the memorandum, reduction of share capital and buy-back of shares are reserved for shareholders and cannot be decided by the board alone.

Section 117 requires certain board resolutions, including those on borrowing and issuing securities beyond specified limits, to also be filed with the Registrar in Form MGT-14.

Acting beyond the board's delegated authority without the required shareholder resolution can make the underlying transaction voidable and expose directors to liability.

In practice, in this order: 1) Identify whether the proposed decision falls under Section 179 board powers or requires shareholder approval; 2) Draft and pass the resolution with the correct majority under Section 114; 3) File Form MGT-14 with the Registrar where required within 30 days; 4) Record the resolution accurately in the minutes book.

Timing matters here: Companies Act 2013, Section 179 works on limitation periods, so a board resolution vs special resolution claim that is right on the merits can still fail if it is brought late. You can post the details on the MyVakeel forum for a practising advocate to review, or book a paid consultation with a Bar Council verified lawyer in corporate law.

Disclaimer: This information is for general awareness and does not constitute legal advice. Statutes and their interpretation change, and outcomes depend on the facts of your case. Please consult a qualified advocate before acting on it.