Net profits of PQR Ltd. during the following years as disclosed in the statement of profit and loss are as under: Financial year ended Net profits (in crore) 31st March, 2013 ₹10, 31st March, 2014 ₹12, 31st March, 2015 ₹

CS Executive · Company Law · PYQS · December 2015
Net profits of PQR Ltd. during the following years as disclosed in the statement of profit and loss are as under: Financial year ended Net profits (in crore) 31st March, 2013 ₹10, 31st March, 2014 ₹12, 31st March, 2015 ₹08. The Board of directors of the company at its meeting decides to contribute to a charitable organisation, for charitable purposes, a sum of ₹3 crore out of the net profits of the financial year ended 31st March, 2015. This contribution has been made by the Board without seeking approval of shareholders in general meeting. In the light of the provisions of the Companies Act, 2013, examine the validity of the contribution made by the company. What shall be your answer in case the Board decides to contribute ₹1 crore only ?

Answer & Explanation:

Section 181 of the Companies Act, 2013 provides that the Board of Directors may contribute to 'bona fide' charitable and other funds. Further, the prior permission of company in general meeting is required if such contribution exceeds five percent of its average net profits for the three immediately preceding financial years. The average net profits in the case given are ₹10 crores. Thus any contribution in excess of ₹50 Lacs (5% of average net profits for three immediately preceding financial years) would need members' approval. Board is not empowered to take decisions of contribution in excess of ₹50 Lacs. Board's decision is invalid. Further, if the contribution amount was ₹1 Crore, then also the company would be required to obtain members' prior approval.

Topics: Company Law

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