Board resolution format for a scheme of amalgamation (merger) under Sections 179(3)(i) and 230 to 232 or 233, with valuation report and NCLT or RD filings.
“RESOLVED THAT pursuant to the provisions of Section 179(3)(i) and [Sections 230 to 232 / Section 233] and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the Memorandum and Articles of Association of the Company, and subject to the approval of the members and creditors of the companies concerned, the [sanction of the National Company Law Tribunal, [●] Bench / confirmation of the Central Government (Regional Director)] and such other approvals as may be required, the draft Scheme of Amalgamation of [●] (the “Transferor Company”) with [●] (the “Transferee Company”) and their respective shareholders and creditors (the “Scheme”), with an Appointed Date of [●] and [a share exchange ratio of [●] equity share(s) of the Transferee Company for every [●] equity share(s) of the Transferor Company, as recommended by [●], Registered Valuer / no allotment of shares, the Transferor Company being a wholly-owned subsidiary of the Transferee Company], as placed before the Board, be and is hereby approved.
RESOLVED FURTHER THAT the report of the Board under Section 232(2)(c) of the Companies Act, 2013, explaining the effect of the Scheme on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders and laying out the share exchange ratio, be and is hereby adopted.
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to [file the draft Scheme with the Registrar of Companies and apply to the Tribunal in Form NCLT-1 / file Form CAA-10 and issue the notice in Form CAA-9], make all other filings and do all such acts, deeds and things as may be necessary for giving effect to this resolution.”