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Members Resolution format for CCPS on a Preferential Allotment / Private Placement Basis

February 28, 2022 by Team Instabizfilings

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CCPS on a Preferential Allotment / Private Placement Basis

Members Resolution format for CCPS on a Preferential Allotment / Private Placement Basis

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE MEMBERS OF <> AT EXTRA ORDINARY GENRERAL MEETING HELD ON AT AT THE REGISTERED OFFICE OF THE COMPANY AT

 

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 applicable Rules including Companies (Share Capital and Debentures) Rules, 2014 (“Rules”) framed there under, as may be amended from time to time and the Articles of Association of the Company and the regulations/guidelines, if any, prescribed by any relevant authorities from time to time, to the extent applicable the consent of the members of the Company be and is hereby accorded to further invite/offer, issue and allot up to 124 (One Hundred and Twenty Four Only) Compulsorily Convertible Preference Shares (“CCPS”) of face value INR 40,450/- (Indian Rupees Forty Thousand and Four Fifty only) each aggregating to INR 50,15,800/- (Indian Rupees Fifty Lakhs Fifteen Thousand and Eight Hundred Only), to the following investor on the Private Placement basis.

 

Name of the Investor

Number of CCPS to be subscribed

 

 

Total

 

 

RESOLVED FURTHER THAT in accordance with the provisions of Section 43 of the Act, the CCPS shall:

 

• carry a preferential right vis-à-vis Equity Shares of the Company with respect to payment of minimum preferential dividend at the rate of 0.0001% per annum and repayment in case of a winding up or repayment of capital;

• CCPS shall be compulsorily convertible into equity shares automatically upon the 20th anniversary from the date of allotment. In the alternative, CCPS may be converted into equity shares at any time before the 20th anniversary in the sole discretion and option of the CCPS holder;

• Each CCPS shall be converted into Equity Shares in the ratio of 1.00:1.00 (“Conversion Price/Formula”).

• Carry voting rights as per the provisions of Section 47(2) of the Act;

• Not be redeemed but shall be convertible.

 

RESOLVED FURTHER THAT any Director of the Company and/or any authorized representative of the Company be and is hereby severally authorized to sign the requisite e-forms and furnish the same to the Registrar of Companies (RoC), Mumbai, Maharashtra and also to do any such acts, things and deeds as may be deemed necessary to give effect to the aforesaid resolutions.

 

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:

 

Issue size, number of preference shares to be issued and nominal value of each share

 

 

Nature of shares

Preference shares that is compulsorily convertible into equity shares.

 

Objectives of the issue

To meet the financial requirements of the Company.

 

Manner of issue of shares

Issue in one or more tranche.

 

Issue Price

CCPS will be issued at face value of INR ____/- each

 

 

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.

 

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.

 

 

 

 

Terms, manner and modes of redemption

CCPS are not redeemable but are convertible into equity shares of the Company.

 

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.

 

Conversion Price/formula

Each CCPS shall be converted into Equity Shares in the ratio of 1.00:1.00 (“Conversion Price/Formula”).

 

Transferability

The CCPS shall be transferable, subject to provisions of Articles of Association and applicable regulations, including Foreign Direct Investment and FEMA regulations/guidelines.

 

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.

 

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.

 

 

Shareholding pattern of the Company as on Date of issue of Notice of Extra-Ordinary General

 

Sr. No.

Name of the Shareholder(s)

 

No. of Equity Shares

% Holding of total Equity Capital

 

 

DIRECTORS & PROMOTERS

 

 

 

 

 

 

 

 

 

 

Grand Total

 

 

 

OTHERS

 

Sr. No.

 

Name of the Shareholder(s)

 

No. of CCPS Shares

% Holding of total Preference Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grand Total

 

 

 

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: ____________

 

Date:

Place:


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