Special resolution format for issue of CCPS by private placement under Sections 42, 55 and 62(1)(c), with valuer-based conversion price and MGT-14 before PAS-4.
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to Sections 42, 55 and 62(1)(c) of the Companies Act, 2013 read with Rules 9 and 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, consent of the members be and is hereby accorded to the Board to offer, issue and allot up to [●] [●]% [Non-Cumulative / Cumulative] Compulsorily Convertible Preference Shares of ₹[●] each (“CCPS”) at ₹[●] per CCPS (including a premium of ₹[●]), aggregating up to ₹[●] (Rupees [●] only), for cash, on a private placement basis to the persons named in the explanatory statement, each CCPS converting into [●] Equity Share(s) of ₹[●] each at ₹[●] per share, a price fixed on a registered valuer’s report, within [●] years from allotment.
RESOLVED FURTHER THAT the CCPS shall carry a preferential right over the Equity Shares as to dividend and repayment of capital, shall [not participate / participate on an as-if-converted basis] in surplus funds and assets, shall carry voting rights under Section 47(2) of the Act [or, the Company being a private company, as provided in its Memorandum or Articles of Association] and shall not be redeemed in cash, and the Equity Shares issued on conversion shall rank pari passu with the existing Equity Shares.
RESOLVED FURTHER THAT the Board be and is hereby authorised to issue the offer letters in Form PAS-4 after this resolution is filed with the Registrar of Companies, to allot the CCPS within twelve months from the date of this resolution, to allot Equity Shares on conversion and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”