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Consent of shareholder in amalgamation

Companies Act 2013 679 views 1 replies

Mrs.n

CS LL.B

407 Points Posted on 29 March 2018

FACT :-

The Unlisted Public Transferor and Transferee Company is taking notarised consent from shareholders for Amalgamation , approval of scheme and dispensing the meeting etc.

When the shareholder is company, Director will sign the Consent etc on behalf of the Company .

Board resolution will require for giving the authority to Director for signing this consent and all the releveant documents .

QUERY :-

WHETHER THE SHAREHOLDERS WHO IS COMPANY CAN AUTHORISE THE DIRECTOR TO SIGN THIS CONSENT through CIRCULAR RESOLUTION ?? shareholder company is listed Company.

PLEASE SUGGEST

Replies (1)

CS M Pota

Company Secreatary

3186 Points Posted on 29 March 2018

Yes, this can be.As per the Companies Act if a Company is required to give consent for its own Merger or Amalgametion with other Company is such case the Board has to pass Resolution consenting its own Merger or Amalgametion with other Company in the duly convened Board meeting instead of giving the consent by resolution by circulation.

But here in your case a Company is required to appoint an authorised representative for giving consent for Merger or Amalgametion of ther Company of which the company is a member the same can be by passing resolution by circulation.