Board powers limited by procedural approvals and prohibitions on interested transactions, with restrictions on loans to directors. The Board of directors may exercise the company's powers except those reserved to general meeting; key board actions must be taken at Board meetings, including calls, issuance of debentures, borrowing, investing, loans, buy backs, filling vacancies, constituting audit committees and handling disclosures of directors' interests. Contracts with interested directors require board sanction and, in specified cases, prior regulatory approval. Loans to directors and related parties require prior government approval; breaches attract penal consequences. Directors have duties to disclose, convene meetings and file solvency and allotment returns, with statutory and criminal liabilities for defaults.
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Provisions expressly mentioned in the judgment/order text.
Board powers limited by procedural approvals and prohibitions on interested transactions, with restrictions on loans to directors.
The Board of directors may exercise the company's powers except those reserved to general meeting; key board actions must be taken at Board meetings, including calls, issuance of debentures, borrowing, investing, loans, buy backs, filling vacancies, constituting audit committees and handling disclosures of directors' interests. Contracts with interested directors require board sanction and, in specified cases, prior regulatory approval. Loans to directors and related parties require prior government approval; breaches attract penal consequences. Directors have duties to disclose, convene meetings and file solvency and allotment returns, with statutory and criminal liabilities for defaults.
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