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.
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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
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
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
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Banking & Financial Services
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Manufacturing
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Real Estate
Infrastructure
Retail
Telecommunications
Energy
E-commerce
Professional Services
Media & Entertainment
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Investment
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Corporate Affairs
Risk Management
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Chief Executive Officer
Chief Financial Officer
Company Secretary
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Board Director
Managing Director
Investment Officer
Compliance Officer
Corporate Secretary
Finance Director
Strategic Investment Manager
General Counsel
Board Chairman
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