Board Resolution for Take Over

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(Querist) 04 September 2008


I need format of a Board Resolution for take over a partnership firm by a private limited company. The shares of the Partners shall become the unsecured loan to the company after take over. Befor take over, the partners have become the members of the private limited company.



S.Srinivasaraghavan (Expert) 04 September 2008

In otherwords are you saying that the entire assets and liabilities of the partnership firm are taken over by the pvt ltd. company?

Sonika (Querist) 04 September 2008

Yes, but its not the case of conversion of a partnership firm into a private limited company, as the company already exists.

Sonika (Querist) 04 September 2008


S.Srinivasaraghavan (Expert) 04 September 2008

I have understood that it is not a conversion. Assuming that it is a slump sale, it can attract section 299 of Companies Act. That has to be taken care of. It also means there must be other non-interested directors to take care of the quorum. Subject to this the draft resolution can be:

The proposal containing the slump sale of assets and liabilities of M/s XYZ a partnership firm, was placed before the Board. After going through the proposal, it was resolved to acquire the business of M/S XYZ a business unit with all its assets and liabilities through a slumpsale for a total consideration of Rs..........

M/s X Y and Z who are directors, who are also partners of the Partnership firm did not participate in the proceedings of the resolution.

Sonika (Querist) 04 September 2008

Thankyou very much.


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