Format of Board resolution on Investment U/S 186 of Companies Act, 2013

Like humans, a corporate or a company also needs loans or investment to be made which are covered u/s Sec 186 of Companies Act, 2013.

Sec 186 of the Companies Act, 2013 deals with-

1. Any loans given to any person or other body corporate
2. Any guarantee or security given in connection with a loan given to any other person, body corporate or person
3. Acquires by way of Subscription of shares or securities of any other body corporate

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Conditions for Inter-Corporate Loans

Following are the prerequisites for making inter corporate loans.

1. Shareholder’s Approval
2. Board of directors Approval
3. Approval from Public Financial Institutions

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Non Applicability of Sec 186 of Companies Act, 2013

Sec 186 shall not be in any way applicable to any loan made or guarantee or security provided or investment made by:

1. A Banking Company
2. An Insurance Company

iii. A Housing Finance Company

1. A company engaged in the business of Financing of Companies or of providing Infrastructural Companies.

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Format of Board Resolution u/s 186 of Companies Act, 2013

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)

“RESOLVED THAT” the consent of the Company be and is hereby accorded to the Board of Directors in terms of the provisions of Section 186 of the Companies Act, 2013 and the Board including any Committee of Directors be and is hereby authorized, subject to the approval of the Reserve Bank of India, if any, and other applicable Rules, Regulations, Guidelines (including any statutory modifications or re-enactment thereof for the time being in force) and such conditions as may be prescribed by any of the concerned authorities, notwithstanding that the aggregate loans and guarantees to any bodies corporate and persons and investment in securities of any bodies corporate exceeds the limits specified under Section 186 of the Companies Act, 2013, read with the applicable rules, circulars or clarifications thereunder:

(a) to invest/acquire from time to time by way of subscription, purchase, conversion or otherwise Equity Shares, Preference Shares, Debentures (whether convertible or non-convertible) or any other financial instruments of one or more bodies corporate, whether in India or outside, which may or may not be subsidiary(ies) of the Company as the Board may think fit, in pursuance of Section 186 of the Companies Act, 2013 (including any ordinance or statutory modification or re-enactment thereof, for the time being in force), to the extent of the following limits:

Investments into Subsidiaries and other Bodies Corporate: Rs.___(Rupees ________________only)

(b) to make/give from time to time any loan or loans to any body or bodies corporate, whether in India or out side, which may or may not be subsidiary(ies) of the Company or to any persons as the Board may think fit, in pursuance of Section 186 of the Companies Act, 2013 (including any ordinance or statutory modification or re-enactment thereof, for the time being in force) to the extent of the following limits:

Loans to Subsidiaries, other Bodies Corporate or Persons: Rs.___(Rupees ______only).

(c) give from time to time any guarantee(s) and/or provide any security to any person(s), any Body Corporate, Bank, Financial Institutions or any other institution in India or outside in respect of or against any loans to or to secure any financial arrangement of any nature by, any other person(s), any Body(ies) Corporate, whether in India or outside, which may or may not be subsidiary(ies) of the Company, as the Board may think fit, in pursuance of Section 186 of the Companies Act, 2013 (including any ordinance or statutory modification or re-enactment thereof, for the time being in force) to the extent of the following limits:

Guarantees against Loans/Financial arrangements in favor of Subsidiaries, other Bodies Corporate and Persons: Rs.___(Rupees ______only).

 

“RESOLVED FURTHER THAT” the consent of the Company, be and is hereby accorded to the Board including any Committee of Directors, pursuant to Rule No.ll of the Companies (Meetings of Board and its Powers) Rules, 2014 and Section 186 and other applicable provisions of the Companies Act, 2013, to give any loan to or guarantee or provide any security on behalf of, or acquire securities of, the Wholly Owned Subsidiaries of the Company, for such sums as may be decided by Board/Committee of Directors as permitted or subject to the provisions specified therein.

“RESOLVED FURTHER THAT” for the purpose of giving effect to the above resolution, the Board/Committee be and is hereby authorized to agree, make, accept and finalize all such terms, condition(s), modification(s) and alteration(s) as it may deem fit including the terms and conditions within the above limits upto which such investments in securities/loans/ guarantees, that may be given or made, as may be determined by the Board or the Committee thereof, including with the power to transfer/dispose of the investments so made, from time to time, and the Board/Committee is also hereby authorized to resolve and settle all questions, difficulties or doubts that may arise in regard to such investments, loans, guarantees and security and to finalize and execute all agreements, documents and writings and to do all acts, deeds and things in this connection and incidental as the Board/Committee in its absolute discretion may deem fit without being required to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have been given approval thereto expressly by the authority of this resolution.

 

Certified True Copy,

For __________________ (Company Name)

 

 

 

Director 1                                                                                          

Director 2

DIN:                                                                                                     DIN:

 

Date:

Place: