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185 Resolution

The document discusses a special resolution to approve loans, investments, guarantees or security under Section 185 of the Companies Act, 2013. It seeks shareholder approval to provide: (1) Loans up to Rs. 100 Crores annually to private companies where any DSL director is also a director/member, or where DSL directors control over 25% voting power. (2) Loans/guarantees to any body corporate controlled by DSL's board or directors. (3) The loans will be used for principal business activities and interest will be at least prevailing government security yield rates for similar tenors. (4) The board is authorized to execute necessary documents and agreements for providing

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3K views3 pages

185 Resolution

The document discusses a special resolution to approve loans, investments, guarantees or security under Section 185 of the Companies Act, 2013. It seeks shareholder approval to provide: (1) Loans up to Rs. 100 Crores annually to private companies where any DSL director is also a director/member, or where DSL directors control over 25% voting power. (2) Loans/guarantees to any body corporate controlled by DSL's board or directors. (3) The loans will be used for principal business activities and interest will be at least prevailing government security yield rates for similar tenors. (4) The board is authorized to execute necessary documents and agreements for providing

Uploaded by

avani
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOCX, PDF, TXT or read online on Scribd

APPROVAL OF LOANS, INVESTMENTS, GUARANTEE OR SECURITY UNDER SECTION 185 OF COMPANIES

ACT, 2013

To consider and, if thought fit, to pass the following resolution with or without modification(s) as a
Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 185 of the Companies Act, 2013, as amended by
the Companies (Amendment) Act, 2017, and subject to any other amendments from time to time and as
per the rules and regulations made/ to be made there under, approval of members of the
Company be and is hereby accorded for making of loan(s) including loan represented by way of Book
Debt (the “Loan”) to, and/or giving of guarantee(s), and/or providing of security(ies) upto a limit not
exceeding Rs.100 Crores (Rupees Hundred Crores only) per annum by the following entities:

(a) any private company of which any director of the Company is a director or member;

(b) any body corporate at a general meeting of which not less than twenty-five per cent. of the total
voting power may be exercised or controlled by any director of the Company, or by two or more
directors of the Company, together; or

(c) any body corporate, the Board of directors, managing director or manager, whereof is accustomed to
act in accordance with the directions or instructions of the Board, or of any director or directors, of the
company.

RESOLVED FURTHER THAT an undertaking shall be taken from the Borrowing Company that such loans
will be utilized by the borrowing company for its principal business activities and the lending company
shall charge a rate of interest not less than the rate of prevailing yield of one year, three years, five years
or ten years Government security closest to the tenor of the loan.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of
the Company be and is hereby authorized to negotiate, finalize and agree to the terms and conditions of
the aforesaid Loan/ Guarantee/ security, and to take all necessary steps, to execute all such documents,
instruments and writings and to do all necessary acts, deed and things in order to comply with all the
legal and procedural formalities and to do all such acts, deeds or things incidental or expedient thereto
and as the Board may think fit and suitable.”
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:-

ITEM NO ……..

Following are the brief particulars of Loan proposed to be given or guarantee to be given or security to
be provided by your Company to the respective Companies anytime in future:

[Link]. Particulars
1. Amount of loan Upto a limit not exceeding Rs.100 Crores (Rupees Hundred
Crores only) per annum
2. Rate of Interest Rate of interest not less than the rate of prevailing yield of one
year, three years, five years or ten years Government security
closest to the tenor of the loan

The above resolutions as set out at item no. 4 of the attached notice recommended by the Board, is
forwarded for your approval as special resolution.

None of the Directors, Manager or Key Managerial Personnel of your company and their relatives is
concerned or interested in the said resolution except to the extent of the loan given anytime in future to
the Companies in which they will be interested.
Dear Saurav Ji,

This is in reference with the discussion held today.

We have enclosed a copy of the Loan Agreement of Rs. 25,00,00,000 (Twenty Five
Crores) between Dharampal Satyapal Limited and Ozone Infra Developers Private
Limited duly signed by the authorized signatory of DSL.

You are requested to get it signed by the authorized signatory of your company
on all pages and Kindly arrange to send us the original copy of the agreement.

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