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1. Specimen Special Resolution under Section 180(3)(c) authorising the Board to borrow for company’s business upto a limit beyond paid up capital and free reserves

"RESOLVED AS A SPECIAL RESOLUTION THAT pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, read with the Rules framed thereunder (including any statutory modification or re-enactment thereof), and the Articles of Association of the Company, the consent of the members of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as the "Board") to borrow from time to time, any sum or sums of money, for the purposes of the business of the Company, notwithstanding that the money to be borrowed, together with the money already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business), may exceed the aggregate of the Paid-up Share Capital, Free Reserves, and Securities Premium Account of the Company.

RESOLVED FURTHER THAT the total amount so borrowed and remaining outstanding at any particular time shall not exceed a peak limit of Rs. [Total Amount] ([Amount in words]) over and above the aggregate of the Paid-up Share Capital, Free Reserves, and Securities Premium Account of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorized to negotiate and finalize the terms and conditions of such borrowings, to execute such agreements, promissory notes, and other documents as may be necessary, and to do all such acts, deeds, and things as may be deemed necessary, proper, or expedient to give effect to this resolution."

Explanatory Statement

The members of the Company had previously authorized the Board of Directors at the General Meeting held on [Date of previous EGM] to borrow funds up to a limit of Rs. [Old Limit].

Owing to the Company’s projected expansion plans, increased working capital requirements, and upcoming capital expenditure for [mention specific purpose, e.g., a new manufacturing unit/tech upgrade], the existing borrowing limit is anticipated to be insufficient. To provide the Board with the necessary financial flexibility to raise timely capital from Banks and Financial Institutions, it is proposed to increase the borrowing limit to Rs. [New Limit] in excess of the Company’s paid-up share capital, free reserves, and securities premium account.

The Board of Directors, at their meeting held on [Date of Board Meeting], recommended this Special Resolution for the approval of the members.

None of the Directors, Key Managerial Personnel (KMP) of the Company, or their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution, except to the extent of their shareholding in the Company.