Section 293 (1) (d)

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Abhinaya Kulkarni (Querist)

16 February 2010 Company has passed the resolution under Sec. 293(1)(d) when company was Private Limited Company, now company is converted into Public Limited Company, now what will be effect of said passed resolution under section 293(1)(d)?

As said section was not applicable to private Limited Companies when it was passed, i am confused how to deal with this issue.

DEEPIKA GOEL

DEEPIKA GOEL (Expert)

16 February 2010 According to me, resolution to borrow funds exceeding the paid up capital and free reserves had been passed when it was pvt. company. At that no involvement of public funds, ownership and management is in the hands of the few people. But now public money is involved, and money borrowwed exceeded the limit of paid up capital and reserves and surplus. So, they should once again pass the resoultion under section 293(1)(d).

Further, by interpreting the section 293(1)(d),it can be concluded that the section 293 does not apply in case of pvt. companies so resolution passed by pvt. company is not valid. Further, the 293 talks about the whole money borrowed including already borrowed or to be borrowed exceeded the limit of paid up capital and reserves and surplus so it needs to pass new resolution in case of conversion.

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)

17 February 2010 Section 293(1)(a) to 293(1)(e) is not applicable to private limited company. Hence course of action detailed by Ms. Deepika may be followed.

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