The Board of Directors of Universe Ltd wants to take following two decisions in their Board Meeting: (i) To give on lease an undertaking in which it has an investment share of 32% of its net worth as per last financial y

According to section 180(1) (a) and 180(1) (d) of the Companies Act, 2013, the Board of Directors of a company can 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. For the purpose of this clause: "undertaking" shall mean an undertaking in which the investment of the company exceeds 20% of its net worth as per the audited balance sheet of the preceding financial year or an undertaking which generates 20% of the total income of the company during the previous financial year. to remit, or give time for the repayment of, any debt due from a director. Base on the above provisions of the Companies Act, 2013, the Board of Directors of Universe Limited can give on lease an undertaking in which it has an investment share of 32% of its net worth as per last financial year and remit, or give time for the repayment of, any debt due from a director only with the consent of the company by a special resolution. Hence, Board of Directors of Universe Ltd does not have power to take above mentioned decision in Board Meeting, except without the members' consent by way of a special resolution. The procedure for taking such an action is as follows: Convene a Board meeting to discuss the matter and decide the day, date, time and place of the General Meeting and approve the draft notice of General Meeting along with explanatory statement annexed to the notice as per requirement of the Section 102 of the Companies Act, 2013; To authorize the Director or Company Secretary to sign and issue notice of the General Meeting and to do such acts, deeds and things as may be necessary to give effect to the Board's decision; Issue notice of General Meeting to the members of the company; Hold the General Meeting and pass special resolution for obtaining consent for giving on lease of an undertaking in which it has an investment share of 32% of its net worth as per last financial year and to remit, or give time for the repayment of, any debt due from a director. Special resolution passed by the company consenting to the transaction regarding lease of an undertaking may stipulate such conditions as may be specified in such resolution, including conditions regarding the use, disposal or investment of the sale proceeds which may result from the transactions. In terms of Section 117(3) (a), the Special Resolution passed by the company has to be filed with Registrar in Form MGT-14 with the specified fees.