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Section 180 of Co Act and bank loan

Jayanta Bandyopadhyay (368 Points)

01 April 2025

Bank requires spl resolution under section 180 of Co Act.

While Capital reserve is excluded,

Security premium. Gen reserve are included

What about retained earnings, Foreign currency translation Reserve?

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Rama chary Rachakonda (Master in Accounts & high court Advocate email ID:ramachary64@gmail.com voice no:9989324294) (7514 Points)
Replied 01 April 2025

When a bank requires a special resolution under Section 180 of the Companies Act, 2013, for a specific transaction, it's essential to understand what reserves can be utilized for this purpose.

Reserves Included: - *Security Premium Reserve*: This reserve can be used, as it's a part of the company's free reserves. -

*General Reserve*: General reserves are also included, as they are part of the company's free reserves. Reserves Excluded: -

*Capital Reserve*: As you mentioned, capital reserves are excluded, as they are not considered free reserves.

Reserves Not Explicitly Excluded: -

*Retained Earnings*: Retained earnings are considered part of the company's free reserves and can be used for this purpose. -

*Foreign Currency Translation Reserve*: This reserve is also considered part of the company's free reserves and can be utilized.

Key Consideration: - *Check the Specific Bank Requirement*: While the above explanation provides general guidance, it's crucial to review the bank's specific requirements and ensure compliance with Section 180 of the Companies Act, 2013.

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Jayanta Bandyopadhyay (368 Points)
Replied 01 April 2025

Thanks, sir

Bank simply asks Certificate under section 180(1), 180 [1](c) besides CA Certificate wrt Section 281[ who can ensure no outstanding Tax in today's Litigation regime]

David Visokey (Lawyer) (2 Points)
Replied 15 April 2025

Under Section 180 of the Companies Act, retained earnings are typically considered part of the company's reserves and would be included for the purpose of the special resolution. However, foreign currency translation reserves are generally excluded, as they represent unrealized gains or losses arising from the translation of foreign currency financial statements. The treatment may vary based on specific circumstances or company policy.