Board resolution format for issue of compulsorily or optionally convertible debentures on private placement under Sections 42, 62(3) and 71, with valuation.
“RESOLVED THAT pursuant to Sections 42, 62(1)(c), 62(3), 71 and 179(3)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Articles of Association of the Company, and subject to the approval of the members by a Special Resolution, consent of the Board be and is hereby accorded to offer and issue up to [●] [Compulsorily / Optionally] Convertible Debentures of face value ₹[●] each, aggregating up to ₹[●] (Rupees [●] only), on a private placement and preferential basis to the identified persons named in the annexure, each convertible into [●] equity share(s) of the Company at a conversion price of ₹[●] per share determined on the basis of the valuation report of [●], Registered Valuer, dated [●].
RESOLVED FURTHER THAT the Debentures shall carry no voting rights, the equity shares arising on conversion shall rank pari passu with the existing equity shares, and the draft notice of the general meeting with the explanatory statement containing the disclosures required under the said Rules be and is hereby approved.
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to issue the notice of the general meeting, open a separate bank account for the subscription money, issue Form PAS-4 after this resolution and the Special Resolution have been filed with the Registrar of Companies and do all such acts, deeds and things as may be necessary for giving effect to this resolution.”