Section 299 of the Companies Act, 2013
Section 299 of the Companies Act, 2013 relates to Restrictions on the powers of the Board of Directors.
Section 299 — Restrictions on Powers of Board of Directors
The Board of Directors of a company shall not, except with the consent of the company in a general meeting, do the following acts:
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, the whole or substantially the whole of any such undertaking.
Create a charge on the whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, the whole or substantially the whole of any such undertaking.
Borrow money, where the money to be borrowed, together with the money already borrowed by the company (apart from temporary loans obtained from the company’s bankers in the ordinary course of business), will exceed the aggregate of the paid-up capital of the company and its free reserves.
These restrictions ensure that major decisions affecting the company’s assets or financial structure are approved by shareholders and not just the Board.
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