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RESTRICTIONS ON POWER OF BOARD [SECTION 180]
The Board of Directors may exercise particular powers only with the consent of the company given by way of special resolution passed in general meeting of the company.
These are:
(a) To sell, lease or otherwise dispose of the undertaking;
(b) To invest otherwise in trust securities the amount of compensation received by it as a result of any merger or amalgamation;
(c) To borrow money; and
(d) To remit, or give time for the repayment of, any debt due from a director.
No we will discuss some details.
To sell, lease or otherwise dispose of the undertaking (Section 180, Sub – section 1, clause a, and sub – section 3, 4):
The Consent of Company in General meeting by way of special resolution is required to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company. Where, the company owns more than one undertaking, than sell, lease or otherwise dispose of the whole or substantially the whole of any of such undertakings require such consent.
“Undertaking” shall mean an undertaking in which the investment of the company exceeds twenty per cent of its net worth as per the audited balance sheet of the preceding financial year or an undertaking which generates twenty per cent of the total income of the company during the previous financial year.
The expression “substantially the whole of the undertaking” in any financial year shall mean twenty per cent or more of the value of the undertaking as per the audited balance sheet of the preceding financial year.
Nothing contained in this clause shall affect—
(a) The title of a buyer or other person who buys or takes on lease any property, investment or undertaking as is referred to in that clause, in good faith; or
(b) The sale or lease of any property of the company where the ordinary business of the company consists of, or comprises, such selling or leasing.
Any special resolution passed by the company consenting to the transaction as is referred to in clause (a) of sub-section (1) may stipulate conditions specified in such resolution, including conditions regarding the use, disposal or investment of the sale proceeds which may result from the transactions.
To borrow money (Section 180, Sub – section 1, clause c, and Sub – section 2):
The Consent of Company in General meeting by way of special resolution is required to money, where the money to be borrowed, together with the money already borrowed by the company will exceed aggregate of its paid-up share capital and free reserves, apart from temporary loans obtained from the company’s bankers in the ordinary course of business.
The expression “temporary loans” means loans repayable on demand or within six months from the date of the loan such as short-term, cash credit arrangements, the discounting of bills and the issue of other short-term loans of a seasonal character, but does not include loans raised for the purpose of financial expenditure of a capital nature.
Every special resolution passed by the company in general meeting shall specify the total amount up to which monies may be borrowed by the Board of Directors.
No debt incurred by the company in excess of the limit imposed by clause (c) of sub-section (1) shall be valid or effectual, unless the lender proves that he advanced the loan in good faith and without knowledge that the limit imposed by that clause had been exceeded.
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