Specifically permits delegation

Regulation 77 of Table A specifically permits delegation, stating that the Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such number of members of its body as it thinks fit. Any committee so formed shall conform to any regulations that may be imposed on it by the Board in the exercise of powers delegated to it.
The resolution delegating the powers generally contains the extent of authority granted to the Committee. The Committee cannot further delegate its powers unless specifically empowered or authorised in this regard.
The provisions relating to the meetings of a committee of directors are by and large the same as those of the directors’ meetings. For example, a chairman presides over the meetings, questions arising at any meefing of a committee shall be determined by a majority of votes of members present and in case of tie, the chairman shall have a
casting vote .
Minutes of the proceedings are also to be made but these shall not be open for inspection to general public (Section 193).
© Directors’ Attendance Book
In order that the names of Directors attending a Board meeting may be properly recorded and to fix responsibility for acts done at a meeting, it is necessary to maintain
Section 289 of the Companies Act, 1956 deals with ‘resolution by circulation’. It may be noted that only the Directors and their committees are authorised to pass a resolution by circulation. Under the Act certain powers are exercisable by the Board by passing resolutions at the duly convened Board meetings only. For instance, Section 292 specifically confers certain powers on the Board to be exercised by Board only at its meetings. But where the Act is 1’ilent, the Board is empowered to take decisions by passing resolutions by circulation.
Further, Section 289 provides that no resolution shall be deemed to have been duly passed by the Board or by a Committee thereof by circulation, unless the resolution has been circulated in draft, together with necessary papers, if any, to all the Directors, or to all the members of the committee, then in India (not being less than the quorum fixed for a meeting of the Board or Committee, as the case may be), and to all other Directors or members at their usual address in India, and has been approved by such
. of the Directors as are then in India, or by a majority of such of them, as are entitled to
vote on the resolution.