I am planning to buy flat in Pune which is owned by a private company registered at Mumbai. As per document - "Agreement for Sale", company is first owner of flat i.e they have bought flat from builder via "Board Resolution". I have following queries. 1) As per rule, company performs transaction via “board resolution”. As per sell agreement, board resolution is available but I cannot find same on website - http://www.mca.gov.in [Registrar of Companies (ROC)]. However I found some board resolutions are available on website. As per my knowledge and understanding all board resolution are not required to upload into ROC website. I want to know how to verify if board resolution is authentic as it will not be uploaded into ROC. Please suggest if there is any process can be followed to verify same if bank do not verify document - “board resolution”. 2) With respect to rights of company to sell flat. I want to know documents to be checked to verify that company has legitimate rights to sell flat like encumbrance certificate/ title certificate. Are these documents are enough? Is there any other thing to verify like when company cannot sell its asset that is during insolvency process? How legally can verify insolvency process or any other concern which affect rights of company to sell flat.
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Not all resolution are require to upload online. But company dose not operate by itself but by it`s employees and directors,. There must be resolution that company by resolution authorize some director/employee to purchase flats on behalf of company. Ask them that.
Check National company law tribunal site if any insolvency proceeding is pending.
ask company to furnish certified copy of board resolution
2) further board resolution may have been enclosed to sale deed
3) take 30 years title search of property .
4) for sale of property by company board resolution is necessary . seal of company should be affixed on the sale deed
1. See the company must be a private limited company in private limited company board resolution is not required to be updated on website it's done only in case of public company.
See if board resolution is made with date and signed by all directors of the company in case of private limited it is valid.
2 The last sale deed , title of land , mutation documents and status of the company it should be active.
Check on MCA website for status of company.
1. BOD resolutions are required to Buy /Sell a Co. Property and said BOD resolution is annexed with the Agreements. Further there is no provision to upload BOD resolutions on ROC website and hence not required.
2. When buying a co. property, scrutinize the following:
a) Balance Sheet (Schedules) going back upto date of purchase of property, to determine the property dispute /lien in any manner.
b) Debts /Loan /Mortgage /Disputes /Claims by any statutory authority /labor /vendors etc....
c) Original chain of Sale Deeds /Share Certificates /7x12 /Revenue receipts, etc....
3. All the above process should be performed by a experienced "property lawyer"
1. you may not find the board resolution on the MCA website however you can rely on the board resolution in this regard. Board resolution can only be visible on the MCA site if it is loaded on the MCA site after payment of certain fees by the company.
2. you need to check the sale deed from the builder in favour of the company memorandum of association and the board resolution in this regard to purchase the property as well as authorisation from the board to sell the property these documents are enough to check the credibility of the board resolution.
There is nothing much more to verify in this case as you are making the payment to the company through banking transfer and accompany which is not the owner of the property e cannot payment
1. BR must be annexed to the registered agreement between builder and company
2. It is not necessary for company to upload its BR on ROC website
3. For due diligence on title, do title search in Sub registrar office. Also public notice. Additionally check High court website for pending company petitions and NCLT website for information utilities
You can check Form MGT – 14 along with the resolution and notice given under Section 102 must be filed with the ROC within 30 days along with required fees.
Insolvency regarding check the creditors and Banks which are reflecting in the liabilities of the balance sheet. and ask them whether this flat is mortgage with them.
You need to verify the same with company or registration records.
It will be only verified through ROC.
Insolvency process again can be verified through nclt or roc
in order to sell a company property there has to be a valid Board Resolution passed by the Board of Directors authorizing the sale of company property. pls consult local property lawyer for further verification.
The board resolution in the company's letter head and copy of the minutes of the meeting held by the company passing this resolution may be verified and scrutinized for confirming the genuineness of the same.
2. Besides, you should also scrutinise the link title documents, mother deed and all other relevant papers pertaining to the property.
Instead of clarifying the details through such web sites, you better obtain a proper legal opinion from a local lawyer by producing all the relevant documents before him and get his recommendation before venturing into the purchase because you may miss out some vital information which may create a legal hassle in the future if you are going ahead with such clarifications alone.
You should check the details of company as well as records of ownership of society from revenue department.
