180(1)_Sale of Land

[Nitesh jain]

Dear Team,

Whether Sale of land is the same as Sale of undertaking. do we need to comply with 180 (1) passinf a SR for the said sale of LAND.

[Mohan Ramaswami]

Depends on the percentage value of the land value wrt the total asset which the co has, also it depends on the type of business which the country is doing - real estate business?, & also whether it is pvt Ltd co or public co? 

Regards, 

Mohan

On Fri, 28 Apr, 2023, 2:34 pm Nitesh jain, <mail4ni...@gmail.com> wrote:

Dear Team,

Whether Sale of land is the same as Sale of undertaking. do we need to comply with 180 (1) passinf a SR for the said sale of LAND.

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[Nitesh jain]

Company has no business as of now. land of value is only fixed assets
company and it is a public company.

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Thanks & Regards
Nitesh Jain

[Mohan Ramaswami]

So it becomes a sale of the undertaking, u need to pass a special resolution & file form 14 with MCA, and authorise Director/s to put through the transaction. 

Views of others welcome. 

Regards, 

Mohan

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[Ishmavel J]

Hi,

The Word 'undertaking ' as occurring in section 180 (1) (a) is not in its real meaning anything which may be described as a tangible piece of property like land, machinery or the equipment; it is in actual effect an activity of man which in commercial or business parlance means an activity engaged in with a view to earn profit. Property, moveable or immovable, used in the course of or for the purpose of such business or undertaking i.e. things or articles which are necessarily to be used to keep the undertaking going or to assist the carrying on of the activities leading to the earning of profits. 

Case Law:

International  cotton Corpn (P) Ltd V. bank of maharashtra (1970) 40 Com. Cas 1154) (mys)

The word undertaking has been defined as 'any business or any work or project which one engages in or attempts as an enterprise analogous to business or trade'. the business or undertaking of the company must be distinguished from the properties belonging to the company'

Ishmavel Jacob.

Company Secretary

9740363885

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