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Conversion of unsecured loans into equity share capital

SAROJA (student) (72 Points)

24 January 2016

Conversion of Unsecured loans taken from Directors and their relatives of a private limited company to equity share capital is allowed under Companies act, 2013?

What is the procedure?

Pls share format of relevant resolutions.

These loans were taken in Nov 2015, which were not fall under meaning of deposit.

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8 Replies

CS Divesh Goyal (Practicing Compnay Secretary) (50535 Points)
Replied 25 January 2016

CONVERSION OF LOAN INTO EQUITY

GOYAL DIVESH & ASSOCIATES,

Practicing Company Secretary

QUESTION: CAN A COMPANY CONVERT LOANS INTO SHARE CAPITAL OF COMPANY UNDER COMPANIES ACT 2013 (EXCEPT LOAN TAKEN AND DEBENTURE ISSUED TO GOVERNMENT COMPANY).

Solution: Section 62 sub section 3 of Companies Act, 2013

As per The Section:

Provisions of Section- 62 doesn’t required to follow in this situation
Special Resolution required filing at the time of issue of Debenture and Loan.

Observation:

If a company issue Debenture or take loan with the condition to convert such loan and debenture into Shares in future then company has to pass a Special Resolution at the time of accepting of Loan and issue of Debentures. {Proviso of subsection 3 of Section 62}
Required to file form MGT-14 for submission of Special Resolution with ROC.
Terms should be attached to the Debenture and Loan for conversion into Capital in future.
No need to follow the process given u/s 62 for issue of shares. (subsection 3 of Section 62) [No need to issue Offer Letter in this situation)

Note:

If a Company have raised loan earlier in old Companies Act, 1956 and want to convert such loan into Capital of Company, can he do so?

Solu: Yes, he can do so. Because Special resolution was not required at that time

If a Company have raised loan earlier in Companies Act, 2013 and want to convert such loan into Capital of Company, can he do so?

Solu: YES, he can do so. if at the time of raising of money he had passed Special Resolution and if company had passed special resolution at the time of receipt of money then he can convert such loan into capital of company.

Following things are required:

Special Resolution at the time of raising of Loan
Filed MGT-14 with ROC for Special Resolution.
Pass a Board Resolution at the time of conversion of same into Share Capital.
File form MGT-14 for issue of shares
File form PAS-3 for allotment of shares.

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SAROJA (student) (72 Points)
Replied 28 January 2016

Thank you so much sir.

kanhaiya kumar agarwal (Practising Chartered Accountant) (72 Points)
Replied 17 March 2016

Mr. Divesh,

Please elaborate the process of conversion of loan into equity in case Loan is taken under Old Companies Act without entering into any agreement before the receipt of loan. Since, PAS-3 requires attachment of copy of such contract.

Ashish Sharma (FINANCE) (22 Points)
Replied 01 July 2016

Dear Mr. Kanhaiya,

I hope you must have gone through the process for conversion of loan into equity in case Loan is taken under Old Companies Act without entering into any agreement or with agreement wherein MGT 14 should not be applicable to file.

Kindly share the process if you have done it.

Thanks in advance.

Piyushkumar (Practicing Company Secretary) (2 Points)
Replied 01 May 2017

Can anyone Provide me format of Special Resolution for take loan with the condition to convert such loan into Shares in future at the time of accepting of Loan{Proviso of subsection 3 of Section 62} and format of Terms to the Loan for conversion into Capital in future.

Thank you.

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Shivam Sharma (Student) (22 Points)
Replied 25 June 2018

Comapny had raised a loan in earlier act when there was no requirement to file MGT -14 and now company wants to convert this loan into equity, can it do so, if yes, whether is it mandatory to file MGT-14 now?