Special resolution format for sale or lease of an undertaking under Section 180(1)(a), with Section 180(4) conditions on proceeds, postal ballot and MGT-14.
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“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 [, Regulation 37A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] and the Articles of Association of the Company, consent of the members be and is hereby accorded to the Board of Directors of the Company (the “Board”, which term shall include any Committee thereof) to [sell and transfer / lease / otherwise dispose of] the [●] undertaking of the Company (the “Undertaking”) as a going concern to [●] for a consideration of not less than ₹[●] (Rupees [●] only), on such terms and conditions as the Board may consider to be in the best interest of the Company.
RESOLVED FURTHER THAT, as a condition stipulated under Section 180(4) of the Companies Act, 2013, the net proceeds of the transaction shall be applied towards [●] and, pending such application, be invested in [●].
RESOLVED FURTHER THAT the Board be and is hereby authorised to finalise and execute the business transfer agreement and other documents and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”
No rules under this Section yet.