4.14 Borrowing Power of Company: Ultra Vires Borrowing

Borrowing — the company's debt side: the board's power within the MOA/AOA (the directors' borrowing authority — usually bounded by the capital's proportion or the general-meeting sanction). Ultra vires borrowing — beyond the objects or the authority's wall: the classical rule — the lender cannot enforce against the company (the act void — the Ashbury logic's hardest case), the company may recover the money if traceable in its assets (the restitution face); the modern softening — the authority's indoor-management protection where the board's ostensible power covers it, and the lender's diligence (the constitution's inspection). The Nepali discipline: the Companies Act 2063's borrowing-and-charge provisions + BAFIA 2073's own borrowing frame for the financial sector (the financial company's deposit-funded balance sheet).