Applicability of sec 180 of companies bill, 2013

shruti (Querist) 16 April 2014 This query is : Resolved
i would like to know that in a pvt ltd company, both of directors give an un-secured loan to the company which is excess the paid up share capital or free reserve of the company( according to sec 180) of the companies bill, 2013

so, i ask you to whether the company has to file an special resolutions or not?

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R.V.RAO (Expert) 16 April 2014
yes. the pvt.ltd.co. needs to pass special resolution, as shown below

Borrowing powers now require approval by shareholders and applicable to both private and public limited companies. (Clause 180).

The relevant section 180(1)(c) states as follows:

180. (1) The Board of Directors of a company shall exercise the following powers only with the consent of the company by a special resolution, namely:—

(c) 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.....

Rajendra K Goyal (Expert) 17 April 2014
Company matter, consult your Company lawyer.

Anirudh (Expert) 17 April 2014
Mr. R.V.Rao has very correctly provided an answer.

If one is not comfortable in answering any query (due to whatsoever reason), one can simply ignore the query. It would be desirable if such experts -

(i) Allow the other Experts who ever feel comfortable in answering to answer, and

(ii) also refrain from saying - contact tax consultant, CA, Company Lawyer etc.

It is my sincere request, it is perfectly OK for me if one does not agree with my request.