Purchasing of shares

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

15 July 2013 Hi...

If a company wants to purchase the shares of another company as an investment what point must be consider before doing the same or is there any resolution to b passed by the company for doing so???

Ajay Mishra

Ajay Mishra (Expert)
Follow

15 July 2013 Hi

Board Resolution - [To make investment by Private Company]

TYPE OF MEETING BOARD MEETING
TYPE OF RESOLUTION SIMPLE MAJORITY
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)

“RESOLVED THAT pursuant to the provisions of Section 292 (1)(d) and other applicable provisions, if any, of the Companies Act, 1956 or subject to such modification and re-enactment thereof, consent of the Board of directors of the Company be and is hereby accorded for making investment not exceeding to Rs._____________ (Amount in words) to the following body corporate(s)/trust/ firm etc. in one or more tranches, and on such other terms and conditions as may be mutually agreed between the both parties :

Name of the Body corporate/trust/firm Amount of investment

"FURTHER RESOLVED THAT (Name of the person(s) authorized) be and are hereby severally authorized to do all such acts ,deeds and things as may be required to give effect to this resolution.”

Ajay Mishra

Ajay Mishra (Expert)
Follow

15 July 2013 Board Resolution - [To make Inter-corporate loan and Investment by Public company]

TYPE OF MEETING BOARD MEETING
TYPE OF RESOLUTION SIMPLE MAJORITY

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)

The board was informed that a request has been received to make loan (s) and/or give guarantee(s)/provide any security(ies) in connection with loan(s) made to and/or acquire by way of subscription, purchase or otherwise the securities by a sum not exceeding to Rs. _________ (Amount in words) in aggregate as mentioned against it in one or more tranches to meet their business requirement. The board was further informed that if approved, the making of loan to this company would attract the provisions of Section 372A of the companies Act, 1956.The Board discussed consider the same and passed the following resolution :

“RESOLVED THAT subject to the approval of the shareholders of the Company and pursuant to the provisions of section 372A and other applicable provisions if any of the Companies act 1956, (including any statutory modification or re-enactment thereof for the time being in force) and subject to such approvals, consents, sanctions and permissions of the appropriate authorities, departments or bodies as may be necessary, the Company be and is hereby authorized to grant loans of such amount(s) as mentioned in the understated Company from time to time, on such terms and conditions as may be decided from time to time notwithstanding, that the loans made may exceed the limits prescribed under the said section.”

“RESOLVED FURTHER THAT the aggregate of such loans made in one or more trenches as stated hereunder shall not exceed the amount of Rs. _________ (Amount in words) over and above the limit prescribed under Section 372A of the Companies Act, 1956.”

Name of the Company Amount of Loan in Rs.

“RESOLVED FURTHER THAT (Name of the persons(s) authorized) be and are hereby severally authorized to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and sign and execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.”

Ajay Mishra

Ajay Mishra (Expert)
Follow

15 July 2013
Shareholder Resolution - [To make inter-corporate loan and investment by Public company]

TYPE OF MEETING GENERAL MEETING
TYPE OF RESOLUTION ORDINARY RESOLUTION

CERTIFIED TRUE COPY OF THE EXTRA-ORDINARY MEETING OF THE SHAREHOLDERS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)

“RESOLVED THAT pursuant to the provisions of Section 293(1)(d) and other applicable provisions, if any, of the Companies Act 1956, the consent of the shareholders be and is hereby accorded to the Board of Directors of the Company for borrowing from time to time as they may think fit, any sum or sums of money not exceeding Rs.__________ (Amount in words) [including the money already borrowed by the Company] in Indian Rupees or equivalent thereof in any foreign currency(ies) on such terms and conditions as the Board may deem fit, whether the same may be secured or unsecured and if secured, whether domestic or international, whether by way of mortgage, charge or hypothecation, pledge or otherwise in any way whatsoever, on, over or in any respect of all, or any of the company's assets and effects or properties including stock in trade, notwithstanding that the money to be borrowed together with the money already borrowed by the Company (apart from the temporary loans obtained from the Company’s Bankers in the ordinary course of business) and remaining un-discharged at any given time, exceed the aggregate, for the time being, of the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose.

"RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter called “the Board” which term shall be deemed to include any Committee thereof, which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution and with the power to delegate such authority to any person or persons) be and is hereby authorized for borrowing from time to time as it may think fit, any sum or sums of money but not exceeding Rs.__________ (Amount in words) in Indian Rupees or equivalent thereof in any foreign currency(ies) in aggregate (including the monies already borrowed by the Company) and on such terms and conditions as the Board may deem fit, by way of loans or in any other form whatsoever from, or issue of Bonds and/or Debentures or other Securities whether Convertible into Equity/Preference Shares and/or Securities with or without detachable warrants with a right exercisable by the warrant holder(s) to convert or subscribe to Equity/Preference Shares (hereinafter referred to as “Securities”), to Bank(s), Financial or other Institution(s), Mutual Fund(s), Non-Resident Indians (NRIs), Foreign Institutional Investors (FIIs) or any other person(s), body(ies) corporate, etc., whether shareholder of the Company or not.”

You need to be the querist or approved CAclub expert to take part in this query .
Click here to login now