Solution

The Board of Directors of a company shall exercise the following powers only with the consent of the company by a special resolution, namely: — 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  to invest otherwise in trust securities the amount of compensation received by it as a result of any merger or amalgamation   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, free reserves and securities premium, apart from temporary loans obtained from the company’s bankers in the ordinary course of business (the special resolution shall specify the total amount up to which monies may be borrowed)  to remit, or give time for the repayment of, any debt due from a director