This resolution approves the issue of Compulsorily Convertible Preference Shares (CCPS) to selected investors on a private placement or preferential allotment basis. It allows the company to raise funds by issuing preference shares that will later convert into equity shares, in accordance with Sections 55 and 42 of the Companies Act, 2013.
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE MEMBERS OF <> AT EXTRAORDINARY GENERAL MEETING HELD ON <day, date > AT <time> AT THE REGISTERED OFFICE OF THE COMPANY AT <address>
Issue of __________ CCPS on a Preferential Allotment / Private Placement Basis
“RESOLVED THAT in accordance with the provisions of Sections 55 and 42 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with rules made thereunder (including any statutory modification(s) or re-enactment there for the time being in force), relevant provisions of the SEBI (Issue and listing of NCRPS Regulations, 2013 and the relevant provisions of the SEBI (Issue and Listing of NCRPS) Regulations, 2013 and the relevant provisions of the Articles of Association of the Company and subject to the such other approvals, Permissions and sanctions, as may be necessary, the consent of the members be and is hereby accorded to the Board of Directors (Which shall include a duly constituted Committee of the Board) of the Company to offer, issue and allot up to _________, ______%
Non-Convertible Redeemable Preference Shares of Rs____ each, at a premium of Rs____ for a total sum of Rs_____ in one or more tranche to_______ on Private Placement basis on the terms and conditions given below:
RESOLVED FURTHER THAT Board of Directors of the Company or its Committee, be and are hereby authorized to file the necessary documents/formats (s) with the Registrar of Companies or such other Statutory bodies as may be required and to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to this resolution and for matters
connected therewith or incidental thereto.”
//Certified True Copy//
For ________________
____________
Director
DIN: ________
Address: ____________
Date:
Place:
EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 1
The Board of Directors at their meeting held on ___ had approved the offer and issuance of up to ______ (________Only) Compulsorily Convertible Preference Shares (“CCPS”) of face value INR _______/- (Rupees ____ only) each aggregating INR _____/- (Indian Rupees _______Only) to the investors as mentioned in the resolution.
Section 55 of the Act read with Rule 9 of the Companies (Share Capital and Debentures) Rules, 2014 (“Rules”) framed thereunder, interalia, requires a company to obtain the prior approval of the shareholders, by way of a Special Resolution for issuance of preference shares.
Accordingly, the approval of the Members is being sought, by way of a Special Resolution, to offer and issue Compulsorily Convertible Preference Shares (“CCPS”) of face value INR _______/- (Indian Rupees ____________________ only) each , in one or more tranche.
A statement of disclosures as required under Rule 9(3) of the Companies (Share Capital and Debentures) Rules, 2014and the terms of issue of the CCPS are as under:
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Issue size, number of preference shares to be issued and nominal value of each share
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Nature of shares |
Preference shares that are compulsorily convertible into equity shares.
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Objectives of the issue |
To meet the financial requirements of the Company.
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Manner of issue of shares |
Issue in one or more tranches.
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Issue Price |
CCPS will be issued at face value of INR ____/- each
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Basis of Issue Price |
CCPS will be issued at face value of INR _____/- each which is not less than the fair market value as per the valuation report obtained from the certified value.
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Terms of issue and rate of dividend on each share |
The Shares are issued at a minimum preferential dividend rate of ________% per annum (the “Preferential Dividend”).
In addition to and after payment of the Preferential Dividend, each Shares would be entitled to participate pari - passu in any cash or non-cash dividends paid to the holders of shares of all other classes (including Equity Shares) or series on a pro rata, as-if-converted basis.
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Terms, manner and modes of redemption |
CCPS are not redeemable but are convertible into equity shares of the Company.
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Conversion/maturity |
CCPS shall be compulsorily convertible into equity shares automatically upon the ____ anniversary from the date of allotment. In the alternative, CCPS may be converted into equity shares at any time before the ____ anniversary in the sole discretion at the option of the CCPS holder.
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Conversion Price/formula |
Each CCPS shall be converted into Equity Shares in the ratio of 1.00:1.00 (“Conversion Price/Formula”).
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Transferability |
The CCPS shall be transferable, subject to provisions of Articles of Association and applicable regulations, including Foreign Direct Investment and FEMA regulations/guidelines.
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Variation of terms |
Any variation in the terms of the CCPS after allotment thereof will be valid, if done in accordance with applicable provisions of the Companies Act, 2013 or any statutory modification thereof and Rules framed thereunder.
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Rank |
The equity shares to be allotted on conversion of the CCPS shall rank pari-passu in all respects with the then existing equity shares of the Company, and shall be subject to the Memorandum and Articles of Association of the Company.
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Shareholding pattern of the Company as on Date of issue of Notice of Extra-Ordinary General
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Sr. No. |
Name of the Shareholder(s)
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No. of Equity Shares |
% Holding of total Equity Capital
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DIRECTORS & PROMOTERS
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Grand Total |
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OTHERS
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Sr. No. |
Name of the Shareholder(s)
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No. of CCPS Shares |
% Holding of total Preference Capital |
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Grand Total |
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The issue of CCPS is in accordance with the provisions of the Articles of Association of the Company. There is no subsisting default in the redemption of preference shares issued by the Company or in the payment of dividend due on any preference shares issued by the Company.
All the Directors, Key Managerial Personnel and their relatives are interested in the resolution to the extent of their shareholding and Managerial Interest in the Company, in the passing of the above resolution.
The Directors recommend the resolution at item no. 1 of the accompanying notice, for the approval of the members of the Company as a special resolution.
//Certified True Copy\\
For _______________________
____________
Director
DIN: ________
Address: ____________
