Board resolution format for proposing a variation of class rights under Section 48, with three-fourths written consent or class meeting and MGT-14 in 30 days.
“RESOLVED THAT pursuant to Section 48 and other applicable provisions, if any, of the Companies Act, 2013 and Article [●] of the Articles of Association of the Company, and subject to the consent of the holders of the shares concerned as required by law, the Board hereby approves the proposal to vary the rights attached to the [●] [Class / Series] [Preference / Equity] Shares of ₹[●] each of the Company (“Affected Shares”) by [extending the date of redemption from [●] to [●] / revising the conversion ratio from [●] to [●] / revising the rate of dividend from [●]% to [●]%], as set out in the statement placed before the meeting.
RESOLVED FURTHER THAT the consent of the holders of the Affected Shares be sought [in writing from the holders of not less than three-fourths of the issued Affected Shares / by a special resolution at a separate meeting of the holders of the Affected Shares to be held on [●] at [●]], and that, where the variation affects the rights of any other class of shareholders, the consent of three-fourths of that class be also obtained.
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to circulate the consent letters or issue the notice of the class meeting with an explanatory statement, file e-Form MGT-14 with the Registrar of Companies within thirty days of the consent being given or the resolution being passed, 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.