Board resolution format for investing compensation received on merger under Sections 179(3)(e) and 180(1)(b), in trust securities or with a special resolution.
“RESOLVED THAT pursuant to the provisions of Sections 179(3)(e) and 180(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and the Articles of Association of the Company, the Board hereby notes the receipt by the Company of ₹[●] (Rupees [●] only) as compensation as a result of the [merger / amalgamation] of [●] with [●] under the scheme [sanctioned by the National Company Law Tribunal / confirmed by the Central Government (Regional Director)] by order dated [●] (the “Compensation”), and approves the investment of the Compensation [in trust securities, namely [●] / in [●], being investments other than trust securities, subject to the approval of the members by a Special Resolution under Section 180(1)(b) of the Companies Act, 2013].
RESOLVED FURTHER THAT pending its investment, the Compensation be kept in [●] account of the Company with [●] Bank [, and the draft notice and explanatory statement under Section 102 of the Companies Act, 2013 for the proposed Special Resolution be and are hereby approved].
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to place the investments, sign the necessary documents and do all such acts, deeds and things as may be necessary for giving effect to this resolution.”
No rules under this Section yet.