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    Borrowing powers under sec 180(1)(a)of CA Act,2013

    Posted By : damini / Published on : 13-Mar-2020 06:37 AM / View : 624 / Comment : 1

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    Dear Members,

    A public unlisted company wishes to issue debentures on private placement which is within borrowing powers under sec 180(1)(a)of CA Act,2013.

    Kindly elaborate me the procedure for the same.
    whether valuation report will be required for the same like shares? and other formalities ?
    Read more on : act2013 1801aof under powers borrowing

    • Section 180(1)(a) of the Companies Act, 2013 empowers a company to borrow money for its business operations subject to the limits and conditions specified in its Articles of Association. The section reads as follows:

      "(1) The Board of Directors of a company shall exercise the following powers on behalf of the company by means of a resolution passed at a meeting of the Board, namely: (a) 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 provision allows a company to borrow money beyond its paid-up share capital and free reserves, but subject to the limits prescribed in the Articles of Association. The company may borrow money through various means, including loans from banks, financial institutions, and other sources.

      It is important to note that the borrowing powers under Section 180(1)(a) cannot be exercised without the approval of the Board of Directors, which must be obtained by means of a resolution passed at a meeting of the Board. The Board must also ensure that the borrowing limits prescribed in the Articles of Association are not exceeded.

      If a public unlisted company wishes to issue debentures on private placement, it can do so within the borrowing powers granted under Section 180(1)(a) of the Companies Act, 2013, subject to compliance with the provisions of the Act and relevant rules.

      Some of the key requirements for private placement of debentures by a public unlisted company are:

      1. The offer must be made only to a select group of persons who are identified by the Board of Directors of the company.

      2. The maximum number of persons to whom the offer is made cannot exceed 200 in a financial year.

      3. The offer must be made through a private placement offer letter, which should contain all the relevant details about the debentures, such as the terms and conditions, interest rate, redemption period, etc.

      4. The company must obtain a credit rating from a registered credit rating agency for the proposed issue of debentures.

      5. The company must create a debenture redemption reserve (DRR) of at least 25% of the value of the debentures issued, which must be maintained until the debentures are redeemed.

      6. The company must file the private placement offer letter and other relevant documents with the Registrar of Companies within 15 days of the allotment of debentures.

      7. The company must comply with the disclosure and reporting requirements specified by the Securities and Exchange Board of India (SEBI) and other relevant authorities.

      It is important for the public unlisted company to comply with all the applicable provisions of the Companies Act, 2013, SEBI regulations, and other relevant laws while issuing debentures on private placement. The company should also ensure that it obtains the necessary approvals from its Board of Directors and other relevant authorities before proceeding with the private placement of debentures.

      19-04-2023 / 04:28:41 PM
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