CS Divesh Goyal
Practicing Company Secretary, Delhi
GOYAL DIVESH & ASSOCIATES
Mob: +91+91 8130757966
[email protected]SERIESSERIES-3
SECTION: 186 LOAN & INVESTMEN
INVESTMENT
T BY COMPANY
by ACS Divesh Goyal
APPLICABILITY:
This is applicable for Private Company and Public
Company.
APPROVAL: No Company Shall Directly or Indirectly without
Board Resolution-
Give any LOAN to
Give any GURANTEE & provide SECURITY to
Acquire by way of Subscription, Purchase &
otherwise, the Securities to
Any Person or Body Corporate
CS Divesh Goyal
Practicing Company Secretary, Delhi
GOYAL DIVESH & ASSOCIATES
Mob: +91- 8130757966
[email protected]SERIESSERIES-3
Board Approval: Company can give loan or guarantee or providing any security or the
acquisition by Passing of Unanimous Board Resolution at the meeting of Board of Directors,
when limit does not exceed:
60% of Paid up share capital + Free Reserve + Security Premium Account
OR
100% of Free Reserve + Security Premium Account
Whichever is more.
General Meeting Approval: Where any Loan & Guarantee or
providing any security or the acquisition exceeds the limit
mention above then prior approval of Shareholder by passing of
Special Resolution requires.
Public Financial Institution Approval: Prior Approval of
Concerned Public Financial Institution is Require if term loans subsisting is (Aggregate of L, I,
G & S already made along with L, I, G & S proposed to be made) exceed the limit mention
above.
CS Divesh Goyal
Practicing Company Secretary, Delhi
GOYAL DIVESH & ASSOCIATES
Mob: +91- 8130757966
[email protected]SERIESSERIES-3
Provided that, No approval of PFI is required if there is no default made by company on
repayment of loan installment or payment of interest there on as per T&C of such loan to the
Public Financial Institution.
CONDITIONS: NO COMPANY
a) Which is Registered under section 12 of the SEBI Act, 1992 and covered under such class
or classes of companies as may be prescribed, shall take inter-corporate loan or deposits
exceeding the prescribed limit and furnish in financial statement the details of the loan
and deposits.
b) which is in default in the repayment of any deposits accepted before or after the
commencement of this Act or in payment of interest thereon, shall give any L, G, S & I till
such default is subsisting.
c) No loan shall be given under this section at a rate of interest lower than the prevailing
yield of one year, three year, five year or ten year Government Security closest to the
tenor of the loan.
CS Divesh Goyal
Practicing Company Secretary, Delhi
GOYAL DIVESH & ASSOCIATES
Mob: +91- 8130757966
[email protected]SERIESSERIES-3
Note: The Company shall disclose to the member in the financial statement the full particular
of L, G, S & I made and purpose for which L, I, G & S Proposed to be
utilized.
REGISTER OF LOAN, GURANTEE, SECURITY AND ACQUISITON:
Every company giving loan or giving guarantee or providing security or
making an acquisition of securities shall, from the date of its
incorporation, maintain a register in Form MBP 2.
Enter therein separately, the particulars of L, G, S & I made as aforesaid.
Entries in the register shall be made chronologically in respect of each such transaction.
Entries in the register shall be made within seven days of making L, G, S & I.
Register shall be kept at the Registered Office of the company.
Register can be maintained either manually or in electronic mode.
The Extracts from the register may be furnished to any member of the company on payment
of such fee as may be prescribed in the Articles of the company which shall not exceed 10
rupees for each page.
Punishment for violation: If a company contravenes the provisions of this section,
CS Divesh Goyal
Practicing Company Secretary, Delhi
GOYAL DIVESH & ASSOCIATES
Mob: +91- 8130757966
[email protected]SERIESSERIES-3
The Company shall be punishable with fine which shall not be less than twentyfive thousand rupees but which may extend to five lakh rupees AND
Every officer of the company who is in default shall be
punishable with imprisonment for a term which may
extend to two years and with fine which shall not be
less than twenty-five thousand rupees but which may
extend to one lakh rupees.
EXEMPTION: The Provision of This Section Not Apply:
CS Divesh Goyal
Practicing Company Secretary, Delhi
GOYAL DIVESH & ASSOCIATES
Loan, Gurantee & Security
provide by
Banking Company
in ordinary course of business
Mob: +91+91 8130757966
[email protected]SERIESSERIES-3
To Any
Acquisition
Made By NBFC
Whose Principle
Business is Acquision
Insurance Company
of Security
in ordinary course of business
Housing Finance Company in
Made By Company
ordinary course of business
Whose Principle
Business is
Comapny Engage inf Business of
Acquision of Security
FINANCING OF COMPANIES ""NBFC"
Shares Alloted in
Company engage in Business of
Pursuance of
PROVIDING INFRASTRUCTURE FACILITY
Section 62(1) (a)
Providing By HOLDING company to Its
WOS
By HOLDING Company
in WOS
Providing By HOLDING company to
Joint Venture Company
CS Divesh Goyal
Practicing Company Secretary, Delhi
GOYAL DIVESH & ASSOCIATES
Mob: +91+91 8130757966
[email protected]SERIESSERIES-3
INVESTMENT IN SUBSIDIARY:
A Comapny can't make investment in more than two layers of INVESTMENT
COMPANY Without prejudice to the provisions contained in the Act, unless
otherwise prescrbed, Below mention two Exceptions of this:
A subsidiary company from having any
A
company
company
from
acquiring
Incorporated
in
any
a
other
country
investment subsidiary for the purposes of
meeting the requirements under any law
Outside India, if such other company has
or under any rule or regulation framed
investment subsidiaries beyond two layers as
under any law for the time being in
per the laws of such country;
Thanx & Regards,
GOYAL DIVESH & ASSOCIATES
[email protected]/
[email protected]force
