The Board can exercise the following powers,
inter alia, only by means of resolutions passed at Board meeting and not by the
the circulation of resolution: (i) the power to issue debentures; (ii) the
power to borrow money otherwise than on debentures. The Board may, however, by a
resolution passed at a meeting, delegate the power in (ii) above, to any
committee of directors, the managing director, the manager or any other principal
officer of the company, mentioning therein the limit up to which amount can be
borrowed by the delegatee. Also the Act empowers the company in general meeting
to impose restrictions and conditions on the powers of the Board to issue debentures
and borrow money.
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