Board resolution format for issuing NCDs on private placement under Sections 42 and 71, with debenture trustee, DRR under Rule 18 and PAS-3 in 15 days.
“RESOLVED THAT pursuant to Sections 42, 71 and 179(3)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014 and the Articles of Association of the Company [and the Special Resolution of the members passed on [●], where required], consent of the Board be and is hereby accorded to offer and issue, in one or more tranches, up to [●] [Secured / Unsecured] Redeemable Non-Convertible Debentures of face value ₹[●] each, aggregating up to ₹[●] (Rupees [●] only), on a private placement basis to the identified persons, at a coupon of [●]% per annum, redeemable on [●].
RESOLVED FURTHER THAT [where the Debentures are secured or are to be listed] [●], a debenture trustee registered with the Securities and Exchange Board of India, be and is hereby appointed as Debenture Trustee [and the Debentures be secured by a charge in its favour on [●]], and the Company shall create a Debenture Redemption Reserve and invest or deposit fifteen per cent of its debentures maturing each year to the extent required under Rule 18(7) of the said Rules.
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to file this resolution with the Registrar of Companies in e-Form MGT-14 and thereafter issue Form PAS-4, execute the debenture trust deed and security documents, file e-Forms PAS-3 and CHG-9 within the prescribed time and do all such acts, deeds and things as may be necessary for giving effect to this resolution.”