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Procedure to issue Compulsory Convertible Preference share/Debenture

  • Thursday, 10 December 2015 13:35
  • Written by 

Procedure to issue Compulsory Convertible Preference share/Debenture [section 42 read with section 55 or section 71 of Companies Act, 2013]

  1. Call meeting of Board of Directors.
    • Issue notice of meeting at least 7 days before the date of Board meeting
    • Attach agenda of board meeting
  2. Hold the board meeting
    • Check the quorum
    • Identify the person to whom you’ll issue the compulsory convertible preference share/Debenture
    • Prepare list of such persons
    • Prepare draft offer letter
    • Pass board resolution for approval of offer letter
    • Issue notice of general meeting (at least 21 days’ notice)
    • Authorize director of company to issue notice of general meeting.
  3. Hold EGM
    • Check Quorum.
    • Present offer letter.
    • Pass S.R. for private placement.
    • Pass S.R. for issue CCPs u/s 55 or u/s 71 for CCDs.
  4. Circulate letter of offer in form PAS-4
    • issue offer letter within 30 days of general meeting
  5. File form MGT-14 within 30 days of passing of S.R.
  6. Open separate bank account
    • the payment to be made for subscription to securities shall be made from the bank account of the person subscribing to such debentures
    • The company shall keep the record of the Bank account from where such payment for subscription has been received.
  7. File form GNL-2 within 30 days of circulation of offer letter Attachment :
    • PAS-4
    • PAS-4
  8. Call board meeting after receiving of allotment of money.
  9. Hold the board meeting
    • Present list of allottees
    • Authorize to 2 directors and a authorize person to sign certificate.
    • Pass resolution for allotment of CCPs/CCDs (within 60 days)
  10. File PAS-3 with ROC
    • List of allottees
    • Board resolution for allotment of CCPs/CCDs
  11. Issue CCPs/CCDs certificate

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