Approving closure of White Organic Agro FZE – Wholly Owned Foreign Subsidiary Sample Clauses

Approving closure of White Organic Agro FZE – Wholly Owned Foreign Subsidiary. Page6 “RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof, for the time being in force), the provisions of the Memorandum and Articles of Association of the Company, the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended and applicable for the time being in force) and subject to the necessary approvals, consents, permissions and/or sanctions from the appropriate authorities to the extent applicable, consent of the Members of the Company, be and is hereby accorded to the Board of Directors of the Company (including delegation of such authority to the Committees of Board) to consent to winding up / closure /de- register its foreign business entity “White Organic Agro FZE” presently registered and operating in Ajman Free Zone operating in the United Arab Emirates, in such manner and on such terms that as the Board may deem fit after meeting conditions and receiving approvals as may be required by any of the concerned authorities in force in UAE and as applicable to the Company or as the Board may deem fit and appropriate in the interest of the Company. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of the Board or any Director(s) or Officer(s) of the Company and to generally do and perform all such acts, deeds, matters and things as it may, in their absolute discretion, deem fit, necessary, proper or desirable, including finalizing, varying and settling the terms and conditions for sale and to finalize, execute, deliver and perform the Business Transfer Agreement, contracts, deeds, undertakings, and other documents in respect thereof and seek the requisite approvals, consents and permissions as may be applicable without seeking any further approvals from the members / shareholders of the Company. By Order of the Board For White Organic Agro Limited Sd/- Xx. Xxxxxxx Xxxxxx Date : 09-10-2020 Managing Director Place: Mumbai DIN: 03121939 Registered Office of the Company 000X, Xxxxxx Xxxxx Vallabh Baug Lane Ghatkopar (East), Mumbai 400077 Notes: • The Company has granted exemption to the Statutory Auditor from attending the Annual General Meeting. • As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meeting...
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Approving closure of White Organic Agro FZE – Wholly Owned Foreign Subsidiary. Page14 White Organic Agro FZE was formed as a foreign WOS of the Company in August 2017 with an object to procure land, cultivate organic food products and carry out trading of such products. The plans of the management were to tap the Middle Eastern organic food product market and mark presence on the international front without parking huge cash flows. However, on account of the unfavorable market conditions and difficulties in managing the international business remotely through India, the management was required to choose between either investing more in the said business to keep it live or withdraw the said business venture altogether. On account of the business contingencies faced overall and additional costs involved to keep the overseas business alive, the management and product teams propose to dispose the stake in the said FZE by winding up, closure, surrender license to operate and thereby dissolve the entity in methods permissible under the laws applicable there and in the best interest of the stakeholders. Approval of the shareholders is being sought to carry out the said disposal in the best interest of the Company. In terms of the provisions of Section 180(1)(a) of the Companies Act, 2013 (the “Act”) and applicable provisions of SEBI (LODR) Regulations, 2015, consent of the Shareholders would be required by way of a special resolution to divest and withdraw the investment and close down the said entity in permissible manner. The Directors recommend that the Item No. 7 as set out in the accompanying Notice be passed as Special Resolution. None of the Directors or Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the aforesaid Resolution. By Order of the Board For White Organic Agro Limited Sd/- Xx. Xxxxxxx Xxxxxx Date : 09-10-2020 Managing Director Page15 Place: Mumbai DIN: 03121939 BOARD‟S REPORT To The Members, WHITE ORGANIC AGRO LIMITED (FORMERLY KNOWN AS WHITE DIAMOND INDUSTRIES LIMITED) CIN: L01100MH1990PLC055860 The Directors have the pleasure in presenting the 30th Annual Report on the business and operations of your Company and the Audited Financial Statements for the year ended 31st March, 2020. FINANCIAL HIGHLIGHTS (Rs. In Lacs) Particulars Standalone Consolidated Current Year Previous Year Current Year Previous Year Sales and Other Income 12,254.05 16281.02 19,354.45 33,979.54 Net Profit Before Tax 25.55 333.07 48.86 694.17 Net Profit After Tax 18.11 236.15 35.19 51...
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Related to Approving closure of White Organic Agro FZE – Wholly Owned Foreign Subsidiary

  • Wholly Owned Subsidiary As to the Borrower, any Subsidiary of Borrower that is directly or indirectly owned 100% by the Borrower.

  • Wholly-Owned Subsidiaries Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 10.

  • Financial Attributes of Non-Wholly Owned Subsidiaries When determining the Applicable Margin and compliance by the Borrower with any financial covenant contained in any of the Loan Documents, only the Ownership Share of the Borrower of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included when including financial information from a Subsidiary that is not a Wholly Owned Subsidiary.

  • Liability of Foreign Sub-Custodians and Foreign Securities Systems Each agreement pursuant to which the Custodian employs as a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties and, to the extent possible, to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At the Fund’s election, the Funds shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Funds have not been made whole for any such loss, damage, cost, expense, liability or claim.

  • Excluded Subsidiaries The Borrower:

  • Designation of Unrestricted Subsidiaries The Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

  • any Subsidiary of an Unrestricted Subsidiary The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

  • Formation or Acquisition of Subsidiaries Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan Document.

  • Domestic Subsidiaries On the Effective Date, Schedule 4 sets forth a true and complete list of the Domestic Subsidiaries.

  • Foreign Subsidiaries Subject to the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the Obligations.

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