Jupiter Ltd. intends to acquire shares in another company. How much amount can be invested by Jupiter Ltd. without passing special resolution considering the facts mentioned below ? Particulars Amount (₹ crore) Paid-up S
CS Executive · Company Law · PYQS · June 2021
Jupiter Ltd. intends to acquire shares in another company. How much amount can be invested by Jupiter Ltd. without passing special resolution considering the facts mentioned below ? Particulars Amount (₹ crore) Paid-up Share Capital 1,000 Free Reserves -340 Securities Premium Account 780 Investment in another company 780 Examine.
Answer & Explanation:
As per section 186(2) of the Companies Act, 2013, no company shall, directly or indirectly: give any loan to any person or other body corporate; give any guarantee or provide security in connection with a loan to any other body corporate or person; and acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding 60% of its paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account, whichever is more. Further, where the aggregate of the loans and investment so far made, the amount for which guarantee or security so far provided to or in all other bodies corporate along with the investment, loan, guarantee or security proposed to be made or given by the Board, exceed the limits specified under Section 186(2) of the Companies Act, 2013, no investment or loan shall be made or guarantee shall be given or security shall be provided unless previously authorised by a special resolution passed in a general meeting. Particulars Amount in ₹ (Crore) Paid-up share capital.....A 1000 Free Reserves........ B -340 Securities Premium Account ....C 780 60% of paid-up capital, free reserves and securities premium account (A+B+C) x 60% = D i.e., (1000 - 340 + 780) * 60% = 1440 * 60% 864 100% of free reserves and securities premium account (B+C) x 100% = E (-340 + 780) i.e., 440 * 100% 440 Higher of the two is D i.e., ₹ 864 crore Investment in another company 780 Therefore, further investment that can be made by Jupiter Ltd. without passing special resolution will be higher of D or E reduced by investment already made i.e. (₹ 864 - ₹ 780 = ₹ 84 Crore)
Topics: Loans and Investments by Companies
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