deemed dissolution
This query is : Resolved
CA.Amit Revankar
(Querist)
29 June 2010
Dear Frds,
There is a pvt company who like to sell its substantial fixed Asset and like to discontinue the operation without dissolving the company and the asset will be sold to firm in which director are interested and the consideration for the sale of asset will be paid in installment in future. Now my question is whether the management can do it simply by passing resolution in board meeting or will require to take permission from registrar alongwith any other compliance.
There is a pvt company who like to sell its substantial fixed Asset and like to discontinue the operation without dissolving the company and the asset will be sold to firm in which director are interested and the consideration for the sale of asset will be paid in installment in future. Now my question is whether the management can do it simply by passing resolution in board meeting or will require to take permission from registrar alongwith any other compliance.
02 July 2010
In case of private limited company, section 293(1)(a) is not applicable and hence by virtue of board resolution, the company can dispose off substantial part of its assets. Since transactions are with interested directors, there should be sufficient non-interested quorum for such resolutions. Do make proper disclosure in the board minutes and in the register under section 301.
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