Board resolution format for a scheme of demerger under Sections 179(3)(i), 230 to 232 or 233(12), with share entitlement ratio and NCLT or RD filings.
“RESOLVED THAT pursuant to the provisions of Section 179(3)(i) and [Sections 230 to 232 / Section 233 read with Section 233(12)] 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 Arrangement for the demerger of the [●] business undertaking (the “Demerged Undertaking”) of [●] (the “Demerged Company”) into [●] (the “Resulting Company”), with an Appointed Date of [●] and a share entitlement ratio of [●] equity share(s) of the Resulting Company for every [●] equity share(s) of the Demerged Company, as recommended by [●], Registered Valuer, and 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 entitlement 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.”