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Board Resolution For Subscribing Shares Of Other Company for India

Board Resolution For Subscribing Shares Of Other Company Template for India

A Board Resolution for Subscribing Shares of Other Company is a formal document under Indian corporate law that records the board of directors' decision to invest in another company's shares. The resolution complies with the Companies Act, 2013, particularly Sections 179 and 186, and includes details such as the investment amount, number of shares, price per share, and authorization for executing the transaction. This document serves as official evidence of the board's approval and provides the necessary authority to designated officials to proceed with the share subscription process.

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Board Resolution For Subscribing Shares Of Other Company

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What is a Board Resolution For Subscribing Shares Of Other Company?

A Board Resolution For Subscribing Shares Of Other Company is a crucial corporate document required under Indian law when a company intends to invest in another company's shares. This document is mandated by the Companies Act, 2013, and must be prepared whenever a company plans to make inter-corporate investments through share subscription. The resolution records the board's deliberation and approval of the investment decision, specifying details such as the target company, investment amount, number and type of shares, and price per share. It also designates authorized persons to execute the transaction and ensures compliance with statutory requirements, including any applicable investment limits under Section 186 of the Companies Act. This resolution may need to be filed with the Registrar of Companies and serves as evidence of proper corporate authorization for the investment.

What sections should be included in a Board Resolution For Subscribing Shares Of Other Company?

1. Meeting Details: Date, time, venue of the board meeting, and names of directors present

2. Chairman: Appointment/presence of the Chairman for the meeting

3. Quorum: Confirmation of the presence of valid quorum as per Articles of Association

4. Background: Brief about the investment opportunity and rationale for subscribing to shares

5. Documents Presented: List of documents presented to the board for consideration (valuation reports, due diligence reports, etc.)

6. Applicable Laws: Reference to relevant sections of Companies Act and other applicable laws

7. Main Resolution: The formal resolution for share subscription including number of shares, price, and total investment amount

8. Authorization: Authorizing specific directors/officers to execute documents and take necessary actions

9. Certification: Certification by the Chairman/Company Secretary about the true copy of the resolution

What sections are optional to include in a Board Resolution For Subscribing Shares Of Other Company?

1. Disclosure of Interest: Required if any director has interest in the target company

2. Compliance Certificate: Statement confirming compliance with Section 186 limits, needed if applicable

3. Related Party Disclosure: Required if the target company is a related party under Section 2(76)

4. Valuation Details: Include when shares are being subscribed at premium or when required by regulations

5. Source of Funds: Required when the investment amount is significant or funded through specific means

What schedules should be included in a Board Resolution For Subscribing Shares Of Other Company?

1. Annexure A - Company Details: Details of the target company including registration number, registered office, etc.

2. Annexure B - Share Subscription Details: Detailed terms of share subscription including class of shares, rights, price per share

3. Annexure C - Valuation Report: Summary or full valuation report if applicable

4. Annexure D - Financial Summary: Key financial details of the target company considered for the investment decision

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

Banking & Financial Services

Information Technology

Manufacturing

Healthcare

Real Estate

Infrastructure

Retail

Telecommunications

Energy

E-commerce

Professional Services

Media & Entertainment

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Investment

Board of Directors

Corporate Affairs

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Board Director

Managing Director

Investment Officer

Compliance Officer

Corporate Secretary

Finance Director

Strategic Investment Manager

General Counsel

Board Chairman

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