I. Borrowing money(ies) for the purpose of business of the Company:

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT in supersession of the ordinary resolution passed by the Members of the Company at the Annual General Meeting held on 28th August, 2006 and pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, and the Articles of Association of the Company, consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board), to borrow any sum or sums of money from time to time at its discretion, for the purpose of the business of the Company, from any one or more Banks, Financial Institutions and other Persons, Firms, Bodies Corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) may, at any time, exceed the aggregate of the paid-up share capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose), subject to such aggregate borrowings not exceeding the amount which is Rs. 2,000 crores (rupees two thousand crores only) over and above the aggregate of the paid-up share capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose) and that the Board be and is hereby empowered and authorised to arrange or fix the terms and conditions of all such monies to be borrowed from time to time as to interest, repayment, security or otherwise as it may, in its absolute discretion, think fit.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper, or desirable and to settle any question, difficulty, doubt that may arise in respect of the borrowing(s) aforesaid and further to do all such acts, deeds and things and to execute all documents and writings as may be necessary, proper, desirable or expedient to give effect to this resolution.”

II. Creation of security on the properties of the Company, both present and future, in favour of lenders:

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT in supersession of the ordinary resolution passed by the Members of the Company at the Annual General Meeting held on 28th August, 2006 and pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Meetings of Board and its Powers) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, and the Articles of Association of the Company, consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board) for creation of charge / mortgage / pledge / hypothecation / security in addition to existing charge / mortgage / pledge / hypothecation / security, in such form and manner and with such ranking and at such time and on such terms as the Board may determine, on all or any of the moveable and / or immovable properties, tangible or intangible assets of the Company, both present and future and / or the whole or any part of the undertaking(s) of the Company, as the case may be in favour of the Lender(s), Agent(s) and Trustee(s), for securing the borrowings availed / to be availed by the Company by way of loan(s) (in foreign currency and / or rupee currency) and securities (comprising fully / partly convertible debentures and/or non convertible debentures with or without detachable or nondetachable warrants and / or secured premium notes and / or floating rate notes / bonds or other debt instruments), issued / to be issued by the Company including deferred sales tax loans availed / to be availed by various Units of the Company, from time to time, subject to the limits approved under Section 180(1)(c) of the Act together with interest at the respective agreed rates, additional interest, compound interest in case of default, accumulated interest, liquidated damages, commitment charges, premia on prepayment, remuneration of the Agent(s) / Trustee(s), premium (if any) on redemption, all other costs, charges and expenses, including any increase as a result of devaluation / revaluation / fluctuation in the rates of exchange and all other monies payable by the Company in terms of the Loan Agreement(s), Debenture Trust Deed(s) or any other document, entered into / to be entered into between the Company and the Lender(s) / Agent(s) / Trustee(s) / State Government(s) / Agency(ies) representing various state government and/or other agencies etc. in respect of the said loans / borrowings / debentures / securities / deferred sales tax loans and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board and the Lender(s) / Agent(s) / Trustee(s) / State Government(s) / Agency(ies), etc.

RESOLVED FURTHER THAT the securities to be created by the Company as aforesaid may rank prior / pari passu / subservient with / to the mortgages and /or charges already created or to be created in future by the Company or in such other manner and ranking as may be thought expedient by the Board and as may be agreed to between the concerned parties.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to finalise, settle, and execute such documents / deeds / writings / papers / agreements as may be required and to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard to creating mortgages / charges as aforesaid.”

 

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF M/S ----------------- PRIVATE LIMITED HELD AT THE REGISTERED OFFICE OF THE COMPANY AT ------------- (FRIDAY), -------------------- 2022 AT ----- AM   BORROWING MONEY(IES) FOR THE PURPOSE OF BUSINESS OF THE COMPANY:   The Chairman informed the Board that in order to avail proposed “Term loan” of Rs. 3.50 crores /- (Three Crores and Fifty Lakh Rupees only) as sanctioned by Lala Urban Co-op. Bank Ltd, Bhosari, Pune it is proposed to create a Charge over the Working Capital of the company on pari passu basis for the Requirement of working capital of the company to pay off all day to day expenses. The Board considered the same and passed the following resolution:     “RESOLVED FURTHER THAT  ------------------Director(s)/ promoter(s) of the company be or/and is/are hereby authorized to create a first pari passu charge over the Working Capital of the company in favour of Lala Urban Co-op. Bank Ltd, Bhosari, Pune, to secure the amount of proposed Term loan of Rs. 3.50 crores/- (Three Crore and Fifty Lakh Rupees Only) as sanctioned by Lala Urban Co-op. Bank Ltd, Bhosari, Pune, letter dated ------------------------------. “RESOLVED FURTHER THAT pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, and the Articles of Association of the Company, subject to the approval of the Members of the Company in Extra Ordinary General Meeting, to borrow any sum or sums of money from time to time at its discretion, for the purpose of the business of the Company, from any one or more Banks, Financial Institutions and other Persons, Firms, Bodies Corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) may, at any time, exceed the aggregate of the paid-up share capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose), subject to such aggregate borrowings not exceeding the amount which is Rs. 3.50 Crores/- (Three Crores and Fifty Lakh Rupees Only) over and above the aggregate of the paid-up share capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose) and that the Board be and is hereby empowered and authorised to arrange or fix the terms and conditions of all such monies to be borrowed from time to time as to interest, repayment, security or otherwise as it may, in its absolute discretion, think fit and for the purpose of giving effect to this resolution, the Board be and is hereby authorised to finalise, settle, and execute such documents / deeds / writings / papers / agreements as may be required and to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard to creating mortgages / charges as aforesaid. RESOLVED FURTHER THAT  ----------------- or/and ------------------ (DIN:------) Director(s)/ promoter(s) of the company be or/and is/are hereby authorized to sign and execute the necessary documents, papers, writing, agreement  on behalf of the company as required to create a valid charge over the  Working Capital of the company in favour of the bank  and to take such steps as may be necessary for filing of the said documents with the respective authority and to obtain approvals, statutory, contractual or otherwise, in relation to the above if required and to settle all matters arising out of and incidental thereto, on behalf of the Company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution. RESOLVED FURTHER THAT the common seal of the company if required to be affixed to the stamped engrossment (s) on the agreements / documents for the above as may be finalized between the company and the Syndicate Bank in the presence of any of the above said authorized person who shall counter sign the same in the token thereof. RESOLVED FURTHER THAT the aforesaid power entrusted to the said official shall be valid and effective unless revoked earlier by the Board or shall be exercisable by him so long as he is in the concerned to the Company. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper, or desirable and to settle any question, difficulty, doubt that may arise in respect of the borrowing(s) aforesaid and further to do all such acts, deeds and things and to execute all documents and writings as may be necessary, proper, desirable or expedient to give effect to this resolution.   RESOLVED FURTHER THAT all acts, deeds, things, matters, etc. as a fore stated shall be deemed to be valid and enforceable only if they are consistent with the instant resolution as may be relevant in this case and that the Board shall not be responsible for any acts beyond the scope of the a fore stated powers done by ---------- (DIN: ----------) or/and -------------and such invalid, illegal acts, and acts done beyond the scope of  powers granted in this Resolution shall not bind the Company against any third parties or before any authorities  in any manner and that the Board shall not be answerable in that behalf. RESOLVED FURTHER THAT a certified copy of the resolution be given to anyone concerned or interested in the matter.”

 

//Certified True Copy//

 

“By the order of the board”

M/S ------------- Private Limited

     

        

                                                                                            

(Director)                                                                                        (Director)

 

 

Section 180 of the Companies Act, 2013 deals with the powers of the Board of Directors to borrow money, create a charge on assets, or sell, lease, or dispose of the company's undertaking or property.

The section requires that certain decisions related to these powers can only be taken with the approval of the shareholders of the company through a special resolution passed at a general meeting.

Specifically, Section 180(1)(a) requires the company to obtain the approval of the shareholders through a special resolution for borrowing money where the amount of such borrowing, together with the existing borrowings, exceeds the aggregate of the paid-up share capital and free reserves of the company.

Section 180(1)(c) requires the company to obtain the approval of the shareholders through a special resolution for selling, leasing or otherwise disposing of the whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings.

In both cases, the company is required to obtain the approval of the shareholders through a special resolution at a general meeting of the company. The special resolution must be passed by a majority of not less than three-fourths of the shareholders present and voting at the general meeting.

It is important to note that failure to obtain the required shareholder approval before borrowing money or selling, leasing, or disposing of the undertaking or property of the company can render such action invalid and may result in penalties or other legal consequences. Therefore, it is crucial for companies to comply with the provisions of Section 180 of the Companies Act and obtain the necessary approvals from the shareholders before taking any actions that fall under the scope of the section.

But, In case of PVT LTD

Ministry of Corporate Affairs, Government of India, has provided certain exemptions to private companies from the requirement of obtaining shareholder approval under Section 180 of the Companies Act, 2013.

According to the notification issued by the Ministry of Corporate Affairs on 5 June 2015, the following categories of private companies are exempted from the requirement of obtaining shareholder approval under Section 180:

1. A private company which is a start-up, for a period of five years from the date of its incorporation.
2. A private company which has been classified as a “small company” as per the Companies Act, 2013.
3. A private company which has borrowed money from banks or financial institutions or has issued debentures and the terms of such borrowing or debenture issuance do not require shareholder approval under any law or regulation.

It is important to note that even though private companies may be exempted from the requirement of obtaining shareholder approval for borrowing money under Section 180, they are still required to comply with other applicable laws and regulations related to borrowing, such as the rules and regulations of the Reserve Bank of India (RBI) or any other financial regulatory authority.