Registered independent director Past Ch
8229 Points
Joined March 2007
Section 117(3) requires that resolutions passed u/s 179(3) also need to be filed with ROC. Section 179(3)(d) requires resolution to be passed only at a meeting of the Board "to borrow monies". The power to borrow money can also be delegated by the Board.
The question here is whether delegation of power to borrow money can be equated with "to borrow monies" actually? Probably not. Even if authority is delegated to a Committee, the lending institution willl ask for resolution of the Committee for actual borrowing. It may happen that the Committee might decide subsequently not to borrow. In some cases even Board might not have the power to borrow. In such cases, special resolution is required u/s 180 to delegate authority to borrow to the Board. This again is not a resolution for actual borrowing. Hence intention of the law seems to be that even in case of delegation, what is required to be filed with ROC is resolution for actual borrowing and not for delegation of authority to borrow.
Hence it appears that resolution for actual borrowing needs to be filed each time a resolution is passed. Contrary views are welcome.