section 292 empowers the Board to borrow money on behalf of
the company by means of resolution
passed at the meeting of the Board. However, s.292(1) permits the Board to delegate, by means of a resolution passed
at a meeting, to a committee of directors, the manager or any other principal
officer of the company, the power to borrow money otherwise than on debentures.
Section 292 (2) further provides that every resolution
delegating the power referred
to above relating to the power to borrow money
otherwise than on debentures must specify the total amount outstanding at any
one time up to which money may be borrowed by the delegate. In case, company
has a branch office, the power to borrow as referred to above may be delegated
to the principal officer of such branch. Thus, to summarise, the company should
follow the following procedure for delegating its power to borrow money
otherwise than on debentures: 1. Convene a meeting of the Board of Directors.
2. Ensure that every director gets the proper notice of the meeting along with
the agenda. 3. Pass a resolution in the Board's meeting delegating the stated
power to the desired official of the company. 4. Ensure that the resolution
does state the maximum amount that the Official shall be allowed to borrow.
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