A Board Resolution For Sale Of Shares Of Subsidiary Company is a crucial corporate document required under Indian law when a company intends to divest its shareholding in a subsidiary. This document is mandatory under the Companies Act, 2013, and must be passed in a valid board meeting with proper quorum. The resolution typically includes details of the proposed sale, including the number of shares, price per share, total consideration, buyer details, and terms of the transaction. It's particularly important as it demonstrates proper corporate governance, board oversight, and compliance with statutory requirements. The resolution should be drafted carefully to ensure it covers all necessary authorizations and compliances, including those under SEBI regulations (for listed companies), FEMA (for foreign buyers), and Competition Commission requirements where applicable.
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1. Title and Date: Specifies the company name, meeting date, venue, and type of resolution
2. Attendance: Lists directors present, absent, in person, via video conferencing, and confirms quorum
3. Chairman: Names the chairman of the meeting
4. Background: Explains the context, rationale for the sale, and details of the subsidiary
5. Statutory Compliance Statement: Confirms compliance with relevant sections of Companies Act and other applicable laws
6. Main Resolution: Details of the sale including number of shares, price, and buyer information
7. Board Authorization: Authorizes specific directors/officers to execute documents and complete formalities
8. Certification: Company Secretary's certification of the resolution
1. SEBI Compliance: Required if either company is listed, detailing compliance with SEBI regulations
2. Foreign Exchange Considerations: Required for foreign buyers, addressing FEMA compliance
3. Competition Commission Approval: Required if transaction meets CCI thresholds
4. Valuation Statement: Required for significant transactions, documenting fair value determination
5. Related Party Declaration: Required if buyer is a related party under Companies Act
6. Shareholders' Rights Statement: Required if there are pre-emptive rights or restrictions in shareholders' agreement
1. Schedule A - Subsidiary Details: Complete details of the subsidiary company including incorporation, shareholding pattern
2. Schedule B - Transaction Terms: Detailed terms of the share sale including price, payment terms, conditions
3. Schedule C - Valuation Report: Summary or full valuation report from registered valuer
4. Appendix 1 - Board Meeting Notice: Copy of the notice calling the board meeting
5. Appendix 2 - Statutory Compliance Checklist: Checklist confirming compliance with all applicable laws
6. Appendix 3 - Authority Matrix: List of authorized signatories and their powers for executing the sale
Relevant legal definitions
Act
Articles
Board
Board Meeting
Company
Directors
Effective Date
Fair Value
FEMA
Independent Director
Material Subsidiary
Memorandum
Parent Company
Purchase Consideration
Purchaser
Registered Office
Registered Valuer
Related Party
SEBI
Share Purchase Agreement
Shares
Subsidiary Company
Substantial Acquisition
Transfer
Valuation Report
Articles
Board
Board Meeting
Company
Directors
Effective Date
Fair Value
FEMA
Independent Director
Material Subsidiary
Memorandum
Parent Company
Purchase Consideration
Purchaser
Registered Office
Registered Valuer
Related Party
SEBI
Share Purchase Agreement
Shares
Subsidiary Company
Substantial Acquisition
Transfer
Valuation Report
Clauses
Relevant Industries
Manufacturing
Information Technology
Financial Services
Healthcare
Real Estate
Retail
Infrastructure
Telecommunications
Energy
Professional Services
Consumer Goods
Industrial Products
Media and Entertainment
Pharmaceuticals
Automotive
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Corporate Strategy
Mergers & Acquisitions
Risk Management
Corporate Governance
Board Secretariat
Investment Banking
Relevant Roles
Chief Executive Officer
Managing Director
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Board Director
Compliance Officer
Investment Manager
Corporate Strategy Director
M&A Director
Finance Director
Legal Director
Corporate Governance Officer
Risk Management Officer
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