The authorised share capital of Shine Ltd. is ₹50 lakh. The paid-up capital of the company is ₹20 lakh. The Board of Directors at its 100th meeting held in the residence of Managing Director of the company resolved to cr

CS Executive · Company Law · PYQS · June 2018
The authorised share capital of Shine Ltd. is ₹50 lakh. The paid-up capital of the company is ₹20 lakh. The Board of Directors at its 100th meeting held in the residence of Managing Director of the company resolved to create charge on uncalled share capital of ₹30 lakh. With reference to the provisions of the Companies Act, 2013 ascertain if the resolution is valid.

Answer & Explanation:

A loan taken by a company may be secured by a charge on uncalled capital; A company does not have implied power of charging its uncalled share capital and a company may charge its uncalled capital if its articles or memorandum authorise it to charge it. The memorandum may give an express power to charge uncalled capital, or the power may be so wide that it can be inferred by implication. In Newton v. Debenture holders of Anglo-Australian Investment Co., (1895) A.C. 224 , the memorandum authorised the company to borrow "upon any security of the company". It was held that the power was wide enough to include a charge on uncalled capital. In present case the company may take a loan secured by charge on uncalled capital only if the article or memorandum of the company so permits.

Topics: Charges

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