law: Companies Act, 2013 
  180.
  
    Restrictions
  
  on powers of Board.
  1.      The Board of
  
  Directors of a company shall exercise the following powers only with the
  
  consent of the company by a special resolution, namely:—
  a.     
  
    to
  
  sell, lease or otherwise dispose of the whole or substantially the whole of the
  
  undertaking of the company or where the company owns more than one undertaking,
  
  of the whole or substantially the whole of any of such undertakings.
  Explanation .—For the purposes of
  
  this clause,—
                       
  
   i.        
  
    “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;
                      
  
   ii.        
  
    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;
  a.    
  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, 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:
  Provided
  
  that the acceptance by a banking company, in the ordinary course of its
  
  business, of deposits of money from the public, repayable on demand or
  
  otherwise, and withdrawable by cheque, draft, order or otherwise, shall not be
  
  deemed to be a borrowing of monies by the banking company within the meaning of
  
  this clause.
  Explanation .—For the purposes of
  
  this clause, 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;
  a.    
  
  
  b.    
  
  
  c.    
  
  
  d.    
  
    to
  
  remit, or give time for the repayment of, any debt due from a director.
  1.     
  2.      Every special
  
  resolution passed by the company in general meeting in relation to the exercise
  
  of the powers referred to in clause (c ) of sub-section (1 ) shall
  
  specify the total amount up to which monies may be borrowed by the Board of
  
  Directors.
  3.      Nothing contained in
  
  clause (a ) of sub-section (1 ) 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.
  1.     
  2.     
  3.     
  4.      Any special
  
  resolution passed by the company consenting to the transaction as is referred
  
  to in clause (a ) of sub-section (1 ) may stipulate such conditions
  
  as may be specified in such resolution, including conditions regarding the use,
  
  disposal or investment of the sale proceeds which may result from the
  
  transactions:
  Provided
  
  that this sub-section shall not be deemed to authorise the company to effect
  
  any reduction in its capital except in accordance with the provisions contained
  
  in this Act.
  5.      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.