In fact, under the provisions of the Act, several business transactions including allotment of shares, approval of quarterly, half yearly or annual accounts, giving or taking of secured or unsecured loan, appointment of internal auditors or key managerial personnel, disclosure of interest of directors etc., are mandated to be done only through a properly convened Board Meeting.
These transactions need to be approved by the board of directors of the companies. A board meeting has to be held by companies every year with a maximum time gap of 120 days between each meeting.
Board Meetings have to ensure that minutes for filing the resolutions with the Registrar of Companies is maintained. Remember, any lapse to hold board meeting can lead to very high filing fees and also attract severe penalties.
Under the Companies Act, filing of a special resolution as well as board resolutions with Registrar of Companies has to be done within 30 days.
If any special resolution was passed by the members in general meeting, a company must file a Form 23 to the Registrar of Companies.
However, under the Companies Act, 2013, in addition to the special resolutions, many of the resolutions passed in Board Minutes also need to be filed with ROC within 30 days of the holding of the Board Meeting.