Members' resolution format for approving a scheme of demerger by the Section 230(6) majority at an NCLT meeting or 90% under the Section 233(12) fast-track.
To consider and, if thought fit, to pass, with or without modification(s), the following resolution with the majority required under [Section 230(6) read with Section 232(1) / Section 233(1)(b) read with Section 233(12)] of the Companies Act, 2013:
“RESOLVED THAT pursuant to the provisions of [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, [the order dated [●] of the National Company Law Tribunal, [●] Bench convening this meeting / Rule 25 of the said Rules] and the Memorandum and Articles of Association of the Company, and subject to the [sanction of the Tribunal / confirmation of the Central Government (Regional Director)] and such other approvals as may be required, the arrangement embodied in the Scheme of Arrangement between [●] (the “Demerged Company”) and [●] (the “Resulting Company”) and their respective shareholders and creditors, providing for the demerger of the [●] undertaking of the Demerged Company into the Resulting Company against the issue of [●] equity share(s) of the Resulting Company for every [●] equity share(s) of the Demerged Company (the “Scheme”), as circulated with the notice of this meeting, be and is hereby approved.
RESOLVED FURTHER THAT [the objections and suggestions received in response to the notice in Form CAA-9 having been considered at this meeting,] the Board of Directors of the Company (including any Committee thereof) be and is hereby authorised to accept such modifications to the Scheme as the [Tribunal / Central Government] or any other authority may direct, and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”