Resolution in respect of Sec 186 of Companies Act, 2013

 

TO MAKE INVESTMENTS, GIVE LOANS, GUARANTEES AND PROVIDE SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

“RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013, as amended by the Companies (Amendment) Act, 2017, read with the Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and the relevant provisions of the Articles of Association of the Company, the consent of the members of the Company be and is hereby accorded to the Board of Directors to grant loan(s) including loans represented by way of book debts (the “Loan”), make investments, in one or more trenches by subscription, purchase or otherwise in subsidiary(ies)/any Body Corporate in India or abroad (existing or which may be promoted/incorporated), in any kind of securities, or by providing of guarantee or security in connection with a loan made subsidiary(ies)/any Body Corporate in India or abroad (existing or which may be promoted/incorporated),  in excess of limits prescribed in section 186 of Companies Act, 2013, up to an aggregate amount of Rs. ___________________________________________/- (Rupees ______________ Crores only).

 

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Directors of the Company be and are hereby severally authorized to negotiate, finalize and agree to the terms and conditions of investments, loans, guarantees and provision of security on behalf of the Company as it may deem fit in the interest of the Company, to take all such actions and to settle all matters arising out of and incidental thereto and to sign and execute all deeds, applications, documents and such investments, loans, guarantees and provisions of security and generally to do all such deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution.” 

EXPLANATORY STATEMENT AS PER THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013

TO MAKE INVESTMENTS, GIVE LOANS, GUARANTEES AND PROVIDE SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

In order to make optimum use of funds available with the Company and also to achieve long term strategic and business objectives, the Board of Directors of the Company proposes to make use of the same by making investment in other bodies corporate or granting loans, giving guarantee or providing security to other persons or other body corporate as and when required.

In terms of Section 186 of Companies Act, 2013, the Board of Directors of a company could give a loan, guarantee or provide security in connection with a loan to any other body corporate or person and acquire securities by way of subscription, purchase or otherwise to any person or body corporate to the extent of 60% sixty percent of paid up share capital, free reserves and securities premium account, or 100% of its free reserves and securities premium account whichever is more and for giving any loan or providing guarantee and security in excess limit specified above, the approval of the members is required in General Meeting by way of special resolution has to be obtained.

And as you know that for business and investment purpose of company, Company may give loan and guarantee to any person and make investments by acquiring securities by way of purchase or subscription or otherwise from time to time. So, it is proposed to increase the limit of giving any loan or guarantee or providing security to body corporate or any other person and invest funds up to Rs. _________crores and recommend passing of this resolution by way of special resolution.  

 Board of Directors recommend passing of this resolution by way of a special resolution.

None of the Directors, Key Managerial personnel and relatives of directors and/or key managerial personnel are concerned or interested in the proposed resolution.