Wednesday 18 August 2021

Board resolution for conversion of loan into equity as per Indian Companies Act

 

APPROVAL FOR CONVERSION OF LOAN INTO __________ EQUITY SHARES

“RESOLVED THAT pursuant to the provisions of section 42 and 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof, for the time being in force), read with the applicable rules, regulations thereto, and provisions of the Articles of Association of the Company, and subject to the approval of members of the Company, the consent of the Board of directors be and is hereby accorded for the conversion of existing unsecured Loan of Rs. _________/- (Rupees _______________________________ only) of ____________ Private Limited into _________________ Equity Shares of the Company of face value of Rs. 10/- (Rupees Ten only) per share at par, for an aggregate amount not exceeding Rs. _________/- (Rupees ________________________________ only), on private placement basis, and on such terms and conditions as detailed in the Explanatory Statement.

RESOLVED FURTHER THAT the Board of Directors do and hereby take on record the Valuation Report issued by the said Registered Valuer.

RESOLVED FURTHER THAT the draft Private Placement Offer Letter contains therein detailed terms and conditions alongwith all other ancillary documents/papers be and is hereby approved and proposed to be  taken on record by the members.

RESOLVED FURTHER THAT the subscription money in respect of said Equity Shares to be offered to Investor has already been paid by the investor due to conversion of loan into Equity Shares.

RESOLVED FURTHER THAT Directors of the Company be and are hereby severally authorized to do all such acts, deeds and things and execute all such deeds, documents and writings, as it may in its absolute discretion deem necessary or incidental, including filling of forms and applications with various authorities as may be necessary for giving effect to the above resolution and the matters incidental and consequential thereto.”

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