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Board resolution for borrowing above the paid up capital

karthikeyan.v (Chartered Accountant) (523 Points)

06 March 2010

Dear learned friends

1)I would like to have a specimen of a Board resolution for borrowing in exess of the paid up capital of the comany,

2) A specimen Copy of the Board Resolution for borrowing in excess of the Authorised Capital of the comaany

Thanks a lot

karthi

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10 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 06 March 2010

“RESOLVED that pursuant to the provisions of Section 293(1)(d) of Companies Act, 1956 or any amendment or modifications thereof, the consent of the members of the company be and is hereby accorded to the Board of Directors of the Company, to borrow and raise such sum or sums of money from time to time as may be required for the purposes of the business of the Company, in excess of the aggregate of the paid-up capital of the Company and free reserves of the Company, that is to say, reserves not set apart for any specific purpose, subject to the proviso that such borrowing shall not exceed Rs. 200,000,000 (Rupees Twenty Crores only) over and above the aggregate of the paid-up capital of the Company and its free reserves and shall exclude all temporary loans obtained by the Company from its bankers in the ordinary course of its business, on such terms and conditions as the Board may consider necessary and expedient in the best interest of the Company.

RESOLVED FURTHER that for the purpose of giving effect to this resolution the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion consider necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard.”

2 Like

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 06 March 2010

The above resolution is for shareholders. Find below board resolution:

“RESOLVED that pursuant to the provisions of Section 293(1)(d) of Companies Act, 1956 or any amendment or modifications thereof, subject to the approval of members in t he general meeting the consent of the board of directors of the company be and is hereby accorded to borrow and raise such sum or sums of money from time to time as may be required for the purposes of the business of the Company, in excess of the aggregate of the paid-up capital of the Company and free reserves of the Company, that is to say, reserves not set apart for any specific purpose, subject to the proviso that such borrowing shall not exceed Rs. 200,000,000 (Rupees Twenty Crores only) over and above the aggregate of the paid-up capital of the Company and its free reserves and shall exclude all temporary loans obtained by the Company from its bankers in the ordinary course of its business, on such terms and conditions as the Board may consider necessary and expedient in the best interest of the Company.

1 Like

karthikeyan.v (Chartered Accountant) (523 Points)
Replied 06 March 2010

dear Mr. Ankur

Is this a board resolution or a resolution to be passed in the general meeting of the company

thank you

karthi

karthikeyan.v (Chartered Accountant) (523 Points)
Replied 06 March 2010

dear Mr. Ankur

I found the other resolution too in your reply

thanks a lot

karthi

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 06 March 2010

Dear Friend,

As per the procedure first you have to pass a board resolution (II reply above) subject to the approval of members.

After that hold a GM and pass the shareholders' resolution (Ist reply) to complete the process.

karthikeyan.v (Chartered Accountant) (523 Points)
Replied 06 March 2010

dear sir,

thanks a lot

karthi

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 06 March 2010

Dear Kartikeyan,

In this regard you have to first discuss the matter with the Board and approve the matter subject to the consent of the Shareholders of the Company. Then you are required to pass an Ordinary Resolution in the General Meeting of the Company to increase the borrowing power of the Company and then file form 23 within 30 days.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 06 March 2010

SPECIMEN ORDINARY RESOLUTION

"RESOLVED THAT pursuant to the provisions of Section 293(1)(d) and other applicable provisions, if any, of the Companies Act, 1956, the borrowing power of the Company be and is hereby increased from Rs. 60 Crores to Rs. 100 Crores."

"RESOLVED FURTHER THAT the consent of the Company be and is hereby accorded in favour of the Board of Directors to borrow moneys from time to time upto the limit not exceeding Rs.100 Crores (Rupees Hundred Crores Only) notwithstanding that the moneys to be borrowed together with moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in ordinary course of business) exceed the aggregate of paid up share capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose."

"RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to do all such acts, deeds and things as may be necessary, desirable and / or expedient to give effect to the above resolution."

Gaurav Mishra (Management Trainee) (40 Points)
Replied 13 July 2012

Can any one of you suggest whether Bank Guarantees and Letter of Credit Limits extended by Bank are covered under the term borrowing as under section 293(1)(d) of companies Act, 1956.

A prompt reply of members will be highly appreciated.

Kind Regards

Gaurav Mishra

Mohammed Dalal (Chartered Accountant) (163 Points)
Replied 17 October 2014

Hi All,

I just nee to ask that, whether instead of specifying the amount of borrowing, can we mention a formula i .e. 5-6 times of net worth of the company as on 31 March...

Is this kind of resolution holds good?