Draft Special Resolution
RESOLVED THAT in supersession of the earlier resolution passed at the general meeting held on ___________ and pursuant
to Section 180(1)(c) and all other enabling provisions of the Companies Act, 2013, or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force) and in terms of Articles of Association of the Company, the consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board”) for borrowing from time to time any sum or sums of moneys on such terms and conditions and with or without security as the Board of Directors may deem fit which, 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) may exceed the aggregate for the time being of the paid up capital of the company and its free
reserves, that is to say reserves not set apart for any specific purpose, provided that the total amount of money/ moneys so
borrowed shall not exceed Rs.________crores (Rupees _______________________Only).
RESOLVED FURTHER THAT the Board or any of its duly constituted committee be and is hereby authorised to do and perform all such acts, deeds and things and to take all steps as may be considered necessary, proper and expedient to carry on
the purpose of this resolution.”
EXPLANATORY STATEMENT
The Ministry of Corporate Affairs vide its Circular dated September 12, 2013 has notified certain Sections of the Companies Act, 2013. Out of such notified Sections, Section 180 which stipulates following powers/discretions shall be exercised by the Board of Directors of the Company only with assent of the Shareholders by the Special Resolution passed at the General Meeting:- (a) to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking(s) of the company (b) to borrow money, where the money to be borrowed, together with the money already borrowed by the company will exceed aggregate of its paid-up share capital and free reserves, apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business. The provisions of corresponding Section i.e. 293 of the erstwhile Act i.e. Companies Act, 1956 were not applicable, since the Company being Private Limited Company.
Now, with the provisions of the said Section being made applicable to Private Limited Companies and considering & keeping in view the funds already borrowed by the Company together with likely borrowing requirements of the Company in next 3-4 years in order to meet funds requirements in respect of the Project(s) undertaken or to be undertaken by the Company which may or will exceed the limit prescribed under Sub Section(1)(c) of section 180, it is hereby proposed to authorize Board to borrow upto a sum of Rs. ________/- (Rupees _____Crores only) in any manner as the Board may think necessary or fit do so.
The Board recommends Special Resolutions for approval of the Members.
None of the Directors or Key Managerial Personnel of the Company or their relatives are in anyway, concerned or interested in the said Resolutions.
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