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Loans from director and his relatives

seema singla (chartered accountant) (356 Points)

17 January 2017

Upto what amount a private ltd co can accept loans from directors and his relatives? Is there any limit like sum of share capital and reserves etc?

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4 Replies

CA Shree Jain (Chartered Accountant) (1572 Points)
Replied 17 January 2017

Other points :

For accepting the Loans/Deposits from above parties, a company has to follow the conditions laid down under Sec 180(1)(c) which is

If Proposed +Existing borrowings (exclude temporary borrowings) > (paid up capital +Free Reserves), the Company shall have to pass Special Resolution in General Meeting.

2. Deposit Rules: for acceptance of deposits from shareholders and relative of directors:

Company can accept maximum 25% of (paid up capital + Free reserves) – This limit is for existing and proposed deposits.
Company has to follow the procedure like issuance of circular, depositing insurance, credit rating, appointment of trustee etc.

But after Notification G.S.R. 464(E) dated 05/06/15, the company can accept 100% of (Paid up capital+ Free Reserves) without fulfilling the conditions mentioned in sec 73(2) clause (a) to (e) i.e. issuance of circular, depositing insurance, credit rating, appointment of trustee etc.

3. Sec 186: A Company (Private or Public) can’t give loan to any other person or body corporate which is more than

60% of its Paid up Capital + Free Reserves + Security Premium

100% of Free Reserve + Security Premium

If this limit is exceeded, prior approval by special resolution in general meeting is required. However, in case a loan or guarantee is given by a company to its wholly owned subsidiary company or a joint venture company than special resolution is not required.

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Pratik Shah (Practising Company Secretary) (4432 Points)
Replied 19 January 2017

The Company can take loans from Directors without any limit provided such Directors gives a declaration to the effect that such amount has been given from his owned funds (subject to compainces of Section 180).

Further, if yours is Private Company, then Company can also take loans form relatives of Directors without any limit provided it gives above mentioned declaration. Section 180 is also not applicable to Private Companies.

Jatin Bajaj (CS) (2930 Points)
Replied 20 January 2017

A COMPANY CAN ACCEPT THE DEPOSITS FROM THE DIRECTORS UPTO ANY AMOUNT BUT SUBJJECT TO THE LIMITS AS DEFINED UNDER SECTION 180(1)(C) OF THE COMPANIES ACT 2013. IF THE AMOUNT BORROWED IS IN EXCESS OF PAID UP SHARE CAPITAL AND FREE RESERVES THEN SPECIAL RESOLUTION IS REQUIRED OTERWISE BOARD RESOLUTION BUT SUBJECT TO CONDITION THAT SUCH A AMOUNT IS GIVEN BY THE DIRECTORS OUT OF ITS OWNED FUNDS. BUT IN CASE OF PRIVATE LIMITED COMPANY , COMPANY CAN ACCEPT THE AMOUNT FROM DIRECTORS AND RELATIVES BY FILING SAME DECLARATION BY THE DIRECTORS AND HIS RELATIVE.

PRIVATE COMPANY NEED NOT TO COMPLY WITH THE PROVISIONS OF SECTION 180 AND NO NEED TO PASS SPECIAL RESOLUTION OR MGT 14. JUST NEED TO FILE BOARD RESOLUTION

CS Afsarjahan Quraishi (company secretary) (155 Points)
Replied 24 January 2017

as per section 73(2)

Provided that a company may, for the purpose of meeting any of its short-term requirements of funds, accept or renew such deposits for repayment earlier than six months from the date of deposit or renewal, as the case may be, subject to the condition that-

(a) such deposits shall not exceed ten per cent. of the aggregate of the [Paid-up share capital, free Reserves and securities premium account] of the company, and

(b) such deposits are repayable not earlier than three months from the date of such deposits or renewal thereof

No company referred to in sub-section (2) of section 73 shall accept or renew any deposit from its members, if the amount of such deposits together with the amount of other deposits outstanding as on the date of acceptance or renewal of such deposits exceeds [thirty five per cent] of the aggregate of the [Paid-up share capital, free Reserves and securities premium account] of the company.