Lala Ltd. is engaged in manufacturing stainless steel products. The Company also has a 120 MW captive power plant within its premises. Share capital and free reserves of Lala Ltd. as on 31st March, 2019 stood at ₹580 cro

As per Section 180 (1) of the Companies Act, 2013, board can exercise the following powers only with the consent of the company by 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. '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 percent of the total income of the company during the previous financial year. Accordingly, the net-worth of Lala Ltd as on 31st March 2019 is ₹580 crore and investment made in the power plant is ₹150 Crore. As per the Explanation to Section 180 (1) (a), power plant is an undertaking of the company being the investment exceeds 20% of the net-worth, so there is a requirement of passing of Special Resolution at the general meeting of the company for disposing off the same. As per Section 180(1) (c) of Companies Act, 2013, 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 consent of the company is required by passing special resolution. In the given case, the Lala Ltd. is intend to raise ₹200 crores for funding the installation of a new furnace, together with the money already borrowed by the Company i.e. ₹680 crores, exceeds its aggregate paid-up share capital and free reserves of the Company being ₹580 Crores. So there is a requirement of passing of Special Resolution at the general meeting of the company.