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Board Resolution For Merger for India

Board Resolution For Merger Template for India

A Board Resolution for Merger is a formal document under Indian corporate law that records the board of directors' approval and authorization for a company to proceed with a merger transaction. The document, governed by the Companies Act, 2013, serves as official evidence of the board's informed decision-making process and their consideration of all material aspects of the merger. It includes detailed provisions about the merger structure, consideration, statutory compliances, and authorizations granted to specific officers to execute the merger. The resolution must comply with Indian regulatory requirements, including those from SEBI (if applicable), Competition Commission of India, and other relevant authorities.

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Board Resolution For Merger

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What is a Board Resolution For Merger?

A Board Resolution For Merger is a crucial corporate document required under Indian law when companies undertake merger transactions. This document is mandatory under the Companies Act, 2013, and serves multiple purposes: it formally records the board's approval of the merger, demonstrates proper corporate governance, and provides necessary authorizations for implementing the merger. The resolution must be passed in a validly convened board meeting with proper quorum and should comprehensively address all aspects of the merger including valuation, share exchange ratio, and compliance with regulatory requirements. It forms part of the mandatory documentation submitted to various regulatory authorities including the National Company Law Tribunal (NCLT), Registrar of Companies, and if applicable, the Securities and Exchange Board of India (SEBI). The resolution should be detailed enough to demonstrate that the board has exercised proper due diligence and considered the interests of all stakeholders while approving the merger.

What sections should be included in a Board Resolution For Merger?

1. Title and Date: Specifies that this is a resolution of the Board of Directors, including company name and meeting date

2. Attendance and Quorum: Lists directors present, confirms quorum requirements are met, and notes any invitees

3. Background: Provides context about the proposed merger, including discussions with the merger partner and rationale

4. Merger Consideration: Details of the valuation and consideration structure for the merger

5. Key Terms: Summary of principal terms of the merger including structure, timing, and key conditions

6. Statutory Compliance: Confirmation of compliance with relevant laws and regulations

7. Board Deliberation: Record of board's consideration of merger benefits, risks, and impact on stakeholders

8. Declaration of Interest: Disclosure of any directors' interests in the merger

9. Resolution Text: Formal resolution language approving the merger and authorizing specific actions

10. Authorization: Empowerment of specific officers to execute documents and take necessary steps

What sections are optional to include in a Board Resolution For Merger?

1. Fairness Opinion: Reference to independent fairness opinion, if obtained

2. Due Diligence Summary: Overview of due diligence findings, if completed before board approval

3. Regulatory Requirements: Specific section on regulatory approvals if dealing with regulated industries

4. Employee Matters: Specific provisions regarding employee integration, if significant HR implications exist

5. Foreign Investment Considerations: Required if the merger involves foreign investment elements

What schedules should be included in a Board Resolution For Merger?

1. Schedule A - Merger Agreement: Draft or final merger agreement being approved

2. Schedule B - Valuation Report: Summary or full valuation report from independent valuer

3. Schedule C - Financial Summary: Key financial metrics and implications of the merger

4. Schedule D - Legal Due Diligence Report: Summary of legal due diligence findings

5. Schedule E - Integration Plan: High-level plan for post-merger integration

6. Appendix 1 - List of Authorizations: Detailed list of specific authorizations granted to officers

7. Appendix 2 - Regulatory Submissions: List of required regulatory filings and timeline

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions
























Clauses























Relevant Industries

Manufacturing

Information Technology

Financial Services

Healthcare

Real Estate

Retail

Telecommunications

Energy

Infrastructure

Consumer Goods

Professional Services

Media and Entertainment

Relevant Teams

Legal

Corporate Secretarial

Board of Directors

Corporate Development

Finance

Compliance

Corporate Strategy

Mergers and Acquisitions

Corporate Governance

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Financial Officer

Legal Director

Corporate Counsel

Board Chairman

Independent Director

Compliance Officer

Chief Legal Officer

Corporate Strategy Director

Merger Integration Director

Chief Operating Officer

Corporate Development Officer

Industries







Teams

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