RESOLUTION U/S 180()c OF CA 2013

[sandeep sharma]

Facts of the case are as given below:

1) the asssessee company is a private limited company .

2) the total of share capital and reserve and surplus as on 31.03.2014 is 3Cr and outstanding loan ( unsecured loan from director and term loan from bank) is ₹ 5Cr as on 31.03.2014.

3) since section 293 of CA 1956 is not applicable to private limited as such nothing informed to Roc

4) Now section 180 of CA 2013 is applicable to all companies

5) till today the outstanding is in above of share capital and reserve and we have not passed any special resolution and not intimated the Roc about the same , as special resolution is required to be passed in meeting of members.

QUERY IS

A) Can we pass the special resolution now.

B) is there any penalty for not passing and not intimating the same to ROC in time.

Thanks in advance.

[DR.MARIAPPAN GOVINDARAJAN]

Whether you have got clarified in the above issue? If not please inform.

AI Summary

Special resolution for borrowings required when borrowings exceed company capital and reserves; questions on late compliance and penalties. Whether a private company whose borrowings exceeded the sum of share capital and reserves may now obtain member approval by a special resolution to regularise those borrowings, and whether there are penalties or compliance consequences for previously not passing the resolution or notifying the registrar.