Special resolution format for issue of convertible debentures under Sections 42, 62(1)(c), 62(3) and 71(1), with 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, 62(1)(c), 62(3) and 71(1) 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, consent of the members be and is hereby accorded to the Board of Directors to offer and issue, on a private placement and preferential basis, up to [●] [Compulsorily / Optionally] Convertible Debentures of face value ₹[●] each, aggregating up to ₹[●] (Rupees [●] only), to the persons named in the explanatory statement, each convertible into [●] equity share(s) of ₹[●] each at a conversion price of ₹[●] per share determined on the basis of the valuation report of a registered valuer, and the terms of issue containing the option to convert be and are hereby approved before the issue of the Debentures for the purposes of Section 62(3) of the Act.
RESOLVED FURTHER THAT the equity shares allotted on conversion shall rank pari passu with the existing equity shares of the Company, and the Board of Directors be and is hereby authorised to allot the Debentures within the time permitted by law and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”