Board resolution format for conversion of CCPS and other convertible preference shares into equity under Section 179(3)(c), with PAS-3 within 30 days.
“RESOLVED THAT pursuant to Section 179(3)(c) and other applicable provisions, if any, of the Companies Act, 2013, Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Articles of Association of the Company and the terms of issue of the [●]% [Compulsorily / Optionally] Convertible Preference Shares of ₹[●] each of the Company (“CPS”) approved by the members by Special Resolution passed on [●], and [pursuant to the conversion notice(s) received from the holder(s) / upon the occurrence of the conversion event specified in the terms of issue], consent of the Board be and is hereby accorded to the conversion of [●] CPS and the allotment, in lieu thereof, of [●] fully paid-up Equity Shares of ₹[●] each at the ratio of [●] Equity Share(s) for every [●] CPS to the holders of the CPS as per the list placed before the meeting.
RESOLVED FURTHER THAT the Equity Shares so allotted shall rank pari passu in all respects with the existing Equity Shares of the Company, and the CPS so converted shall stand extinguished upon such allotment.
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to file e-Form PAS-3 with the Registrar of Companies within thirty days of the allotment, make the necessary entries in the Register of Members, issue share certificates or arrange credit of the Equity Shares to the demat accounts of the allottees, and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”