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Board resolution for demerger

hemal (job) (24 Points)

28 June 2010

Dear Fellow Professionals,

I request you to provide me the board resolutions for demerger of a company authorising the directors to do the needful for the demerger of the company.

we are at the initial stage of demerger. please provide all the relevant resolutions regarding the same to avoid causing further trouble to you all.

thanks and regards,

hemal

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vivek (CS) (751 Points)
Replied 29 June 2010

FYIP, this might help u:

"RESOLVED THAT pursuant to the proposal of demerger board do hereby consent to reorganize and segregate by a process of demerger the following undertakings, namely ----------------- Undertaking and --------------------- Undertakings.

RESOLVED FURTHER THAT pursuant to the provisions of Section 391 to 394 and all other applicable provisions, if any, of the Companies Act, 1956 and the Memorandum of Association of the Company and subject to requisite approvals, consents, sanctions and permissions of the appropriate authorities, if necessary, and subject to the approval of the High Court of Judicature at --------------, the company do demerge by transfer of its undertakings/business pertaining to (a) -----------------undertaking to ----------------- Limited; and (b) ---------------- Undertaking to ---------------- Limited as embodied in the draft scheme of arrangement placed before the meeting and that the resulting companies, namely --------------------------- Limited and ---------------------- Limited would remain subsidiaries of the Company till the allotment of shares is made by each of the Resulting Companies in terms of the Scheme of Arrangement.

RESOLVED FURTHER THAT Shri ----------------, -------------- and -------------------- of the Company be and each of them are hereby severally authorized in the name of and on behalf of the Company to:

a. finalise and settle the draft Scheme of Arrangement, drafts of the notices for convening meetings of shareholders/creditors and the drafts of explanatory statements under section 393 and, as a consequence under Section 100, of the Companies Act, 1956 with such modifications as they may deem fit;

b. file the application, petition for Arrangement in the High Court of Judicature at Bombay and any affidavits, pleadings and other documents and to execute all such further deeds, documents and writings as may be necessary in that behalf;

c. appoint Solicitors, Advocates and other persons for implementation of the Scheme of Arrangement;

d. make applications to the relevant authorities or other persons for approval to the Scheme of Arrangement as may be required and to make such disclosures to Governmental or Regulatory authorities as may be required for the purpose; and

e. do all such other acts, mattes, deeds and things necessary, proper or desirable in connection with or incidental to giving effect to the purposes of the above Resolution.”