Special resolution format for issue of redeemable preference shares (non-convertible) under Sections 42 and 55 and Rule 9, with redemption within 20 years.
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 and 55 and, to the extent applicable, Section 62(1)(c) of the Companies Act, 2013 read with Rule 9 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 [●] [●]% [Cumulative / Non-Cumulative] Non-Convertible Redeemable Preference Shares of ₹[●] each (“RPS”) at ₹[●] per RPS [at par / including a premium of ₹[●]], aggregating up to ₹[●] (Rupees [●] only), for cash, on a private placement basis to the persons named in the explanatory statement.
RESOLVED FURTHER THAT the RPS shall carry a preferential right over the Equity Shares as to dividend and repayment of capital, shall not participate in surplus funds or surplus assets beyond that preference, shall carry voting rights as provided in Section 47(2) of the Act [or, the Company being a private company, as provided in its Memorandum or Articles of Association], and shall be redeemed at [par / a premium of ₹[●] per RPS] on [●], being not later than twenty years from the date of allotment, out of profits available for dividend or out of the proceeds of a fresh issue of shares made for the purpose.
RESOLVED FURTHER THAT the Board be and is hereby authorised to issue the offer letters in Form PAS-4 after this resolution has been filed with the Registrar of Companies, to allot and redeem the RPS in accordance with these terms and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”