Board resolution format for acquiring a controlling or substantial stake in another company under Sections 179(3)(j) and 186, with limit checks and MBP-2 entry.
“RESOLVED THAT pursuant to the provisions of Sections 179(3)(e), 179(3)(j) and 186 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the Articles of Association of the Company, and subject to such approvals as may be required, consent of the Board be and is hereby accorded to acquire [●] equity shares of ₹[●] each of [●] (CIN: [●]) (the “Target Company”), representing [●]% of its paid-up equity share capital on a fully diluted basis, by way of [purchase from its existing shareholders / subscription to a fresh issue / both], for an aggregate consideration not exceeding ₹[●] (Rupees [●] only), on the terms of the [share purchase / share subscription] agreement placed before the Board, whereupon the Target Company shall become a [subsidiary / associate company] of the Company.
RESOLVED FURTHER THAT this resolution is passed with the consent of all the Directors present at the meeting, and the Board records that the proposed acquisition, together with the loans, guarantees, securities and investments already made or given, [is within the limits under Section 186(2) / exceeds the limits under Section 186(2) and shall be completed only after the members approve it by a Special Resolution under Section 186(3)] of the Companies Act, 2013.
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to negotiate and execute the transaction documents, obtain the required approvals, pay the consideration, record the particulars in the register in Form MBP-2 and do all such acts, deeds and things as may be necessary for giving effect to this resolution.”
No rules under this Section yet.