Borrowings

Dear All,

We are a listed Company with BSE, NSE.

We want to Borrow term loan of Rs. 323.75 million.

As per Section 293(1)(d)-

The Board of directors of a public company, or of a private company which is a subsidiary of a public company, shall not, except with the consent of such public company or subsidiary in general meeting.

-          borrow moneys where the moneys to be borrowed, together with the moneys already borrowed by the company (apart from temporary loans obtained from the company's bankers in the ordinary course of business), will exceed the aggregate of the paid-up capital of the company and its free reserves, that is to say, reserves not set apart for any specific purpose.

As per B/s as at 31/03/2011 the Agreegate of the paid up capital and free reserves position is as follows:

Secured Term loan positions as at 31/03/2011 is as follows:

Secured term loan                                      Rs. 4008.98 Lacs (as of 31/03/2011)

…………………………………………………………………………………………………………………………………..

 Limit fixed by the members resoution dated 10/08/2006

·         Amount of money or monies borrowed shall not at any time exceed Rs.65 Crores

(“RESOLVED THAT the consent of the Company be and is hereby accorded to the Board of Directors under Section 293(1)(d) of the Companies Act,1956 and all other enabling provisions to borrow any sum or sums of money from time to time notwithstanding that the money or monies to be borrowed together with the money already borrowed by the company (apart from the temporary loans obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate for the time being of the paid-up capital of the company and its free reserves, that is to say, reserve not set apart for any specific purpose, provided the total amount of money or monies so borrowed shall not at any time exceed Rs.65 Crores.” )

 Now my query is:

- as we are going to borrow term laon of Rs. 323.75 million, whether we have to take the members approval or Board approval is enough. As limit fixed by the members resouioton is for Rs. 65 coreres.

We have already Rs. 40.08 crores term loan as at 31.03.2011 and proposed term loan is Rs, 323.75 million.

- we have vehicle loan also as at 31.03.2011. Will this forms part of Section 293(1)(d)???

Please suggest me at the earliest.