Approval of merger

[Rajesh]

ABC a pvt ltd is holding 20% Equity shares in X Ltd.  

X Ltd. has approved the merger scheme with Y Ltd.  ABC pvt. ltd has to provide its consent to the scheme of merger since its a shareholder holding more than 10% shares in X Ltd.

Can ABC pvt. ltd. give consent to the scheme of merger through circular resolution??

[Sarvajit S. Yadwad]

Dear Rajesh Ji,

Ideally Company can pass resolutions by circulation. However, Section 175 and SS-1 put restrictions on passing of resolution by circulation in case of certain items and one such item is approval of merger/amalgamation.

Attaching the SS-1 guidance note for your ready reference.

Thanks & Regds,

CS Sarvajit S. Yadwad

9765144257

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[Rajesh]

Thank you Sarvajit,

We have conducted physical Board meetings in order to reduce the number of disputes with NCLT after filing the scheme. 

Regards,

Rajesh R

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