Restrictions on Ordinarily, members in general meeting, Deer issued

Restrictions on Ordinarily, the Board is entitled to ci ercise all powers and perform ail acts oil behalf of the company, subject to ha provisions of the Act, Memo and Articles. Some of those powers can be exercised only by passing resole tlO es at Board meetings, some oglers bv passing resolutions by ch-However, Sec. 2')3 of the Comparues Act,.1956 has imposed certain restrictions on the exercise olcertaiu by tl.e Board it prod ibits the Board of a public limited compa ltv or a sub tidier
private company from exercising any of the fc.l lowi ng porn ers except witht ie consent of members in general meeting:
(1) powers to sell, lease or otherness dispose of the company s untie I La: (2) power- to invest, otherwise Sian i a trust securities, the sale proceeds of the compa underta; (3) power to remit or give time for of a debt due by a director (4) power to borrow money exceed Dng the aggregate of paid-up capital and free reserves of the company, and power to appoint a sole-selliug agent.
Consent of the general meeting to exercise any of the above power may be obtained through an ordinary- n solution, a copy of which snub eld with the
COMPANY :MEETINGS I 259
notice of the n.ieeting has Deer issued, the secretary shout J start nia ready the books, registers, , to be refired atthc meeting He sl.ould Wli e if p Lhs minutes of tile last Board mc itmgin the Munne i lock of the Board Meeting and keep it ready. The other things '? be kept ready are an indexed cop) of the and Articles Uhescal of the company, pass book transfer instruments and books, share cerhffcrfes, contracts, agreements, correspondent i) be, considered,
b1:imf ties of Boanl ht.eting.s Dder tue Gon pariies Act, every eompamy is required to Itavc the :nulutes of proceedings of all Board meetings and meetings of committees of tile Edward entered in a separLte nerve kept for the purpose This i s to be done YiLhin 30 days of the conclusion of Ute meet Ulg The pages mim te book must be consecutively numbered and each page of tee book most be initi3Ued or signed, and the last page of talc book roust be datcfi and signed by the,Chairtr Al of Uiat meeti ng or i he Ch.tirrman of the next succeedh meebng l;ailore to comply with these provis;ors Win stake Ule compny and its oLiicers liable to
The linmes of the Board r.uetirgs and meetings of oommies of die Board must contain a fair or d correct summary- of I 1eproceedings of ULemee Ling, P must include: ot erp officers trade at tee meetings, (6) Ule names of th directors present aLthemeet, and (e) Lhe names of due directors dissenting in each resoiutionassed at tile meetong However, the ch tim;.un of the meeting has the discretion to exclude any matter froth the minutes if it is, considered to be defamatory or irrelevant or inun!aterial or detntnental to itie interests of th ccnrpam if the minutes of a meeting of UP Bozrd o: its eomr btee are kept in act ondanoe
Uie duty of the Secretary to prepare the minutes front tbb notes of the proceedings taken by loin and the Chainnan during
maintenance of the Mimne Book. (The general roles relating to dr.1fur minutes have been discussed in Chapter
Secretalial llr ties. The plays m important role in the hoJdin E of Board meetings. As the principal erp officer of tile company, he must edger
that every Board meeting is properly convened and duly constituted and that the provisions of tlte Act, Articles and standing orders are complied Vito in the conduct of these rneetings. Fhe principal duties of the Secretary relating to Board meetings may be outlined as follows: