Board resolution format for sale or lease of an undertaking, recommending a special resolution under Section 180(1)(a), with the 20% tests and postal ballot.
“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder and the Articles of Association of the Company, and subject to the approval of the members of the Company by way of a Special Resolution, consent of the Board be and is hereby accorded to [sell and transfer / lease / otherwise dispose of] the [●] undertaking of the Company (the “Undertaking”) as a going concern [on a slump sale basis] to [●] (the “Buyer”) for a consideration of not less than ₹[●] (Rupees [●] only), on the terms of the draft business transfer agreement placed before the Board.
RESOLVED FURTHER THAT the Board recommends the Special Resolution under Section 180(1)(a) of the Companies Act, 2013 for the approval of the members [at a general meeting / by postal ballot], and the draft notice and explanatory statement under Section 102 of the Companies Act, 2013 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 issue the notice to the members and, after the Special Resolution is passed, to execute the business transfer agreement and do all such acts, deeds and things as may be necessary for giving effect to this resolution.”
No rules under this Section yet.