You are CFO of GCL Textiles Limited. The last three years' Balance Sheet of GCL Textiles Limited contains the following financial information and figures: As at 31.03.2021 As at 31.03.2022 As at 31.03.2023 Paid up capita

CS Executive · Company Law and Practice · PYQS · December 2023
You are CFO of GCL Textiles Limited. The last three years' Balance Sheet of GCL Textiles Limited contains the following financial information and figures: As at 31.03.2021 As at 31.03.2022 As at 31.03.2023 Paid up capital 25,00,000 25,00,000 37,50,000 General Reserve 20,00,000 21,25,000 25,00,000 Credit Balance in Profit & Loss account 2,50,000 3,75,000 5,00,000 Debenture Redemption Reserve 7,50,000 10,00,000 12,50,000 Securities Premium 1,00,000 1,00,000 1,00,000 Secured Loans 5,00,000 7,50,000 15,00,000 On going through other records of the Company, the following is also determined : Net profit for the year (as calculated in accordance with the provisions of the Companies Act, 2013) 6,25,000 9,50,000 17,25,000 In the ensuing Board Meeting of GCL Textiles Limited scheduled to be held on 15th October 2023, among other items of agenda, following items are also appearing : (a) To decide about borrowing from Banks/Financial institutions on long-term basis. (b) To decide about contributions to be made to charitable funds. Based on above information, you are required to find out as per the provisions of the Companies Act, 2013, the following: Amount upto which the Board of Directors of GCL Textiles Limited can borrow from Banks/Financial institution without seeking the approval of members in general meeting;

Answer & Explanation:

As per section 180 of the Companies Act, 2013 deals with the restrictions on the power of Board. As per Section 180(1)(c) of the Companies Act, 2013, the Board of Directors of a company, without obtaining the approval of shareholders in a general meeting by passing special resolution, can borrow money including money already borrowed upto an amount which does not exceed the aggregate of paid-up capital of the company, free reserve and securities premium. Such borrowing shall not include temporary loans obtained from the company's bankers in ordinary course of business. Here, free reserves do not include the reserves set apart for specific purpose. Since the decision to borrow is to be taken in a meeting to be held on 15th October 2023, the figures relevant for this purpose are the figures as per the Balance Sheet as at 31.03.2023. According to the above provisions, the Board of Directors of GCL Textiles Limited can borrow, without obtaining approval of the shareholders in general meeting, upto an amount calculated as follows: Particulars Amt in ₹ Paid up Capital 37,50,000 General Reserve (being free reserve) 25,00,000 Credit balance in Profit & Loss Account (to be treated as free reserve) 5,00,000 Debenture Redemption Reserve (This reserve is not to be Considered since it is kept apart for specific purpose of debenture redemption) - Securities Premium 1,00,000 Aggregate premium of paid up capital, Free reserve And securities premium 68,50,000 Total borrowing power of the Board of Directors of the company, i.e. 100% of the aggregate of paid up capital, free reserves and securities premium 68,50,000 Less: Amount already borrowed as secured loans 15,00,000 Amount upto which the Board of Directors can further Borrow without the approval of shareholders in a general meeting 53,50,000

Topics: Company Law

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