The Special Resolution For Taking Loan is a mandatory requirement under Indian corporate law when companies need to borrow funds exceeding their statutory limits. This document becomes necessary when the proposed borrowing, together with existing borrowings, would exceed the aggregate of the company's paid-up share capital, free reserves, and securities premium. It demonstrates shareholder approval and compliance with Section 180(1)(c) of the Companies Act, 2013. The resolution typically includes details about borrowing limits, purpose, security creation (if any), and authorizes the board to negotiate and execute loan documents. Companies must file this resolution with the Registrar of Companies within 30 days of passing. This document is particularly crucial for growing companies seeking substantial financing for expansion, capital expenditure, or working capital needs.
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1. Title and Date: Specifies that this is a Special Resolution and the date of the general meeting
2. Company Details: Full legal name of the company, CIN, and registered office address
3. Meeting Details: Confirmation that proper notice was given and meeting was duly convened
4. Preamble: Brief background on why the loan is needed and current borrowing status
5. Borrowing Authority: Reference to relevant sections of Companies Act and articles of association
6. Resolution Text: The main resolution text authorizing the borrowing with specified limits
7. Board Authorization: Authority granted to directors/officers to execute loan documents
8. Certification: Chairman's/Company Secretary's certification of the resolution
1. Security Creation: Include when the loan requires creation of security/charge over company assets
2. Specific Lender Details: Include when the resolution is for a specific lender rather than general borrowing powers
3. Foreign Currency Borrowing: Include for ECB or foreign currency loans
4. Delegation of Powers: Include when specific powers need to be delegated to a committee
5. Existing Borrowing Details: Include when context of current borrowings is relevant
6. Related Party Disclosure: Include if the loan involves any related party transactions
1. Annexure A - Borrowing Limits: Detailed breakdown of proposed borrowing limits and existing borrowings
2. Annexure B - Asset Details: List of assets to be provided as security (if applicable)
3. Annexure C - Financial Statements: Recent financial statements showing borrowing capacity
4. Annexure D - Board Resolution: Copy of board resolution recommending the special resolution
5. Annexure E - Valuation Report: If security creation involves substantial assets requiring valuation
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Manufacturing
Real Estate and Construction
Information Technology
Healthcare
Retail
Infrastructure
Energy and Utilities
Telecommunications
Automotive
Agriculture
Mining and Metals
Pharmaceuticals
Education
Hospitality
Relevant Teams
Legal
Finance
Corporate Secretarial
Treasury
Compliance
Risk Management
Corporate Finance
Board Secretariat
Investor Relations
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Finance Director
Treasury Manager
Board of Directors
Managing Director
Compliance Officer
Financial Controller
Risk Manager
Corporate Finance Manager
General Counsel
Chairman
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