Some finance decisions are too material for simple board approval. Section 180 restricts board powers for specified actions and requires company consent by special resolution.
India Code Section 180 states that the Board shall exercise specified powers only with the consent of the company by special resolution, including disposal of whole/substantially whole undertaking and specified borrowing powers.
| Transaction | Control |
|---|---|
| Borrowing beyond limits | Check paid-up capital, free reserves and securities premium where relevant. |
| Sale/lease/disposal of undertaking | Evaluate whether whole/substantially whole threshold is triggered. |
| Lender condition precedent | Provide certified shareholder resolution where required. |
| MGT-14 implication | Track special resolution filing under Section 117. |
This article is intentionally source-limited to official MCA / India Code material. Verify final filing positions with the latest Act, Rules, MCA forms and portal advisories before publishing.
Section 180 contains restrictions on powers of Board.
Yes. Section 180 requires company consent by special resolution for specified powers.
Special resolutions are generally tracked for Section 117 filing review.