Powers to Board for borrowing - SR

Special Resolution under Section 180(3)(c) authorising the Board to borrow for Company’s business upto a limit beyond paid-up capital and free reserves

“RESOLVED THAT pursuant to the provisions of Section 180(3)(c) and other applicable provisions, if any, of the Companies Act, 2013, and subject to such approval as may be necessary, consent of the company be and is hereby accorded to the Board of directors of the company for borrowing, from time to time, such sum of money as may not exceed Rs. ____________ (Rupees _____________), for the purpose of the business of the company, notwithstanding that the moneys to be borrowed together with the monies already borrowed (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, the reserves not set apart for any specific purpose, provided that the total amount upto which the monies may be borrowed by the Board of directors of the company shall not exceed the aggregate of the paid-up capital and free reserves of the company by more than the sum of ‘_______________ (Rupees ______________) at any one time. Resolved further that the Board be and is hereby authorized to do all the acts, deemed and things as it may in its absolute discretion deem necessary and appropriate to give effect to the above resolution”

Explanatory Statement:

The shareholders of the company had, at the extraordinary general meeting of the company held on ___________, passed a special resolution under Section 180 (3) (c) for borrowing the maximum amount of Rupees __________, up to which the Board of directors of the company could borrow funds from financial institutions and banks in excess of the company’s paid-up capital and free reserves. However, in view of the increased business activities of the company, the said ceiling of Rupees (____________) has been found to be inadequate. Your directors are of the opinion that the ceiling of borrowings by the Board be raised to rupees ____________.

Hence the Board is proposing a resolution for consideration and approval of the members of the company. None of the directors is concerned or interested in the proposed resolution.