Funds borrowed from people who are either a part of the firm or have a personal connection to the directors are loans from directors, shareholders, and relatives of the directors.
When a business is unable to secure finance from conventional sources like banks or financial organizations, these loans can help.
Businesses in India may borrow money from shareholders, directors, or directors’ families, subject to certain restrictions set down in the Companies Act of 2013.
According to the statute; a business may only borrow up to 60% of its paid-up share capital and free reserves from directors, shareholders, or relatives of directors.
The interest rates for the loans shall not be less than those that are currently being charged in the market for loans of a similar nature.
Companies must also report in their financial accounts any loans they receive from shareholders, directors, or directors’ families under the law.
The corporation must conduct a general meeting to approve any loans that are over the permitted limit.
It is significant to note that borrowing money from shareholders, directors, or relatives of directors may lead to conflicts of interest and be interpreted as the directors using the firm as a means of personal enrichment.
It is advised that businesses have a clear policy for loans from related parties and disclose all such transactions to stakeholders to avoid these conflicts.
Furthermore, it’s crucial to confirm that these loans are in the company’s best interests and do not conflict with any laws or regulations.
Private Company accepting a loan from Directors or Relative of Directors
A private company can accept money as a deposit or loan from a director of the company or a relative of the director. However, in such instances, the following conditions shall be met:
- The Director of the company, during the dispersal of a loan, shall furnish in writing a declaration to the effect that the amount is not being given out of amount obtained by him by borrowing or accepting loans or deposits from others; and
- Disclosure of the details of money so accepted by the Company in the Board’s Report.
Criteria of Availing loan by Companies in India
The Private Company can avail loan from-
- Directors
- Shareholder
- Relative of Director
Either from their own fund i.e. Directors from its funds, Relative from its funds or Shareholders up to (100% of Paid-up share capital plus free reserves, plus Security Premium Account).
Further, the following key features are also taken into consideration for availing loans from Directors, their relatives or Shareholders.
- The position of the director at the time of acceptance of a loan or deposit will be considered.
- A declaration will be submitted by the director with the Company, that the amount given by the director is not being given out the amount obtained by him by borrowing or accepting loans. However, the company can accept any amount of loan from the director.
Accepting Loan from Director who is also the Shareholder
In Private companies, the directors and the shareholders are the same in terms of funding the company. Per the compliances and pecuniary limits, it is suitable that the person providing the loan discloses the capacity in which the loan is given to such companies (i.e. whether the amount is given in the capacity of shareholder or director). Based on this, the company shall ensure compliance.
The compliance is very crucial with respect to the acceptance of unsecured loans from directors and shareholders of the private company. As the person or company is required to comply and make disclosures.
Compliances required to be done for accepting the Loan from directors
- he company needs to file a return in e-Form DPT-3 (along with prescribed fees) on or before June 30, of every year with the Registrar of Companies, as the amount under Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014, lay under the category of Exempted deposits.
- Furnishing the requisite information contained therein as on the 31st day of March of that financial year.
Every company to which deposit rules apply shall on or before the 30th day of June, of every year, file with the Registrar, a return in Form DPT-3 mentioning the details of the deposit.
Circumstances under which the Private company can accept the deposits from members without complying with the provisions of Section 73(2)
- The company which accepts deposits from its member not exceeding 100% of the aggregate of the paid-up capital, free reserve and Securities Premium Account or,
- The private company, which is a start-up, for 5 years from the date of its incorporation.
- The Company is not an associate or a subsidiary of any other Company;
- The Borrowing limit from the banks or financial institutions or any company is less than twice of its paid-up share capital or fifty crore rupees, whichever is lower; and
- A company has not failed in the repayment of such borrowings subsisting at the time of accepting deposits under the section.
FAQs
Can a company take a loan from its directors?
Yes, a company can take a loan from its directors, subject to compliance with the provisions of the Companies Act, 2013, and other relevant laws.
Are there any restrictions on the amount that can be loaned by a director to the company?
- Yes, there are restrictions. The loan amount should not exceed the limits prescribed under the Companies Act, 2013, which generally restricts the amount to lower of:
- 100% of the paid-up share capital, free reserves, and securities premium account; or
- 10% of the total assets of the company.
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