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Board resolution for sale of shares of another company

zankhana Trivedi (Company Secretary) (462 Points)

14 March 2012

Hello everyone,

Can anyone guide me regading following matter:

1) A Company has made investment in the securities of another Company (Equity Shares). Now Company wants to sale those shares through off market delivery. is it necessary to pass the Board Resolution for selling Securities?

Thanks & Regards.

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8 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 14 March 2012

Yes a board resolution is required to be passed to sell investments. Find below a sample one and modify the same accordingly:

“RESOLVED THAT consent of the board of directors be and is hereby accorded to dispose of the 10,000 equity shares of XYZ Limited held as investment at an agreed the price of Rs. ______ in the off market trade.

RESOLVED FURTHER THAT Mr. Amit Kumar, Director be and is hereby authorized to sign the necessary documents, papers to dispose of said securities by sale as and when necessary and to receive moneys in respect of the said disposal and furnish receipts.”

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zankhana Trivedi (Company Secretary) (462 Points)
Replied 14 March 2012

Thanks Mr. Ankur. Thanks a Lot.

Sir, Can we pass the general resolution to dispose the shares of other Body Corporate?

I mean to say instead of mentioning the particular name of the Company can we pass like this --

“RESOLVED THAT consent of the board of directors be and is hereby accorded to dispose of the shares of another Body Corporate held by the Company as investment as and when requried.

The purpose behind is whenever the Company wants to sell the shares of any other body corporate, the Company need not to go for Board approval every time.

Please suggest.

Thanks & Regards

(Guest)

I think a general board resolution is not approprite for selling of shares.

Thanks

ganesh kumar jhawar (partrner) (25 Points)
Replied 14 December 2015

sir,

can u suggest me the full procedure for selling of shares from one pvt co to another pvt co.And also how to intimate to Roc

Neha Bhatia (4 Points)
Replied 10 June 2018

can anyone provide me complete procedure to do sale of shares of a body corporate including resolutions

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Neha Bhatia (4 Points)
Replied 10 June 2018

can you share the latest procedure as well as resolution on the same topic?

pradeepkumar r dhruva (company secretary) (22 Points)
Replied 26 February 2019

I am also of the opinion that when ever the company wants to dispose off its investments if the shares of another company, then the name of the company whose shares are proposed to be disposed off as well as the face value of the shares should be mentioned in the resolution; because if the company had issued in the past any bonus shares or rights shares or there was reduction in the face value of in the shares which are being proposed to be sold then the same can be taken care if the resolution is given in detail.