Board resolution format for recommending dividend on preference shares under Section 123, with cumulative arrears, priority over equity and payment in 30 days.
“RESOLVED THAT pursuant to the provisions of Section 123 and other applicable provisions, if any, of the Companies Act, 2013, the terms of issue of the [●]% [Cumulative / Non-Cumulative] [Redeemable / Compulsorily Convertible] Preference Shares of ₹[●] each of the Company (the “Preference Shares”) and the Articles of Association of the Company, the Board hereby recommends for declaration by the members at the [●] Annual General Meeting a dividend at the rate of [●]% on the [●] Preference Shares for the financial year ended [●], amounting to ₹[●] (Rupees [●] only) [together with arrears of cumulative dividend of ₹[●] for the financial year(s) [●]], out of the profits of the Company arrived at after providing for depreciation.
RESOLVED FURTHER THAT the dividend, if declared, shall be paid [in accordance with the terms of issue, pro rata to the period for which the Preference Shares were outstanding,] to the holders of the Preference Shares whose names appear in the Register of Members as on [●], within thirty days of its declaration and in priority to any dividend on the equity shares for that year.
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to include the recommendation in the Board’s report and in the notice of the Annual General Meeting, and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”
No rules under this Section yet.