Draft Board Resolution for Redemption of Debentures
Board Resolution for Redemption of Debentures
Draft Board Resolution for early
Redemption of Debentures
1. For a Listed Public Company
CERTIFIED TRUE COPY OF THE
RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME]
HELD ON [DATE] AT [TIME] AT THE REGISTERED OFFICE OF THE COMPANY
The Company had issued [number]
listed, secured/unsecured, non-convertible debentures (NCDs) of face value
₹[amount] each aggregating to ₹[total amount] on [issue date], listed on [Name
of Stock Exchange]. The debentures were originally scheduled to be redeemed on
[original maturity date].
In light of the Company’s
improved liquidity position and in an effort to optimize its capital structure,
reduce interest burden, and enhance shareholder value, the Board has considered
and decided to redeem these debentures ahead of their maturity in accordance
with the provisions of the Companies Act, 2013, the SEBI (Issue and Listing of
Non-Convertible Securities) Regulations, 2021, and other applicable laws and
terms of the issue.
REDEMPTION OF DEBENTURES
“RESOLVED THAT pursuant to
the provisions of Section 71 and other applicable provisions of the Companies
Act, 2013, read with the Companies (Share Capital and Debentures) Rules, 2014,
the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021,
and in terms of the issue documents of the listed debentures, the consent of
the Board be and is hereby accorded to redeem [number] listed [type of
debentures] aggregating ₹[total amount] before their scheduled maturity date,
on or before [proposed redemption date].
RESOLVED FURTHER THAT the
Company shall intimate the debenture holders, the Debenture Trustee, and the
Stock Exchange(s), and complete all statutory and regulatory formalities
including filing of applicable forms with SEBI, Stock Exchange(s), and the
Registrar of Companies.
RESOLVED FURTHER THAT
Mr./Ms. [Name], [Designation], and/or Mr./Ms. [Name], [Designation], be and are
hereby severally authorized to do all such acts, deeds, and things including
execution of agreements, filings, public disclosures, liaisoning with
regulatory authorities and other incidental matters for the purpose of giving
effect to this resolution.”
Certified True Copy
For [Company Name]
[Name]
[Designation]
DIN: [DIN Number]
Date: [Date]
Place: [City]
2. For Unlisted Public Company
/ Private Company
CERTIFIED TRUE COPY OF THE
RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME]
HELD ON [DATE] AT [TIME] AT THE REGISTERED OFFICE OF THE COMPANY
The Company had issued [number]
[secured/unsecured] [non-convertible/redeemable] debentures of face value
₹[amount] each aggregating to ₹[total amount] on [issue date], which were to be
redeemed on [original maturity date].
Considering the present financial
strength of the Company and to reduce its finance costs, the Board has decided
to redeem the said debentures prior to the original maturity date, in
accordance with the provisions of the Companies Act, 2013, and the terms of
issue.
REDEMPTION OF DEBENTURES
“RESOLVED THAT pursuant to
the provisions of Section 71 and other applicable provisions of the Companies
Act, 2013, read with the Companies (Share Capital and Debentures) Rules, 2014,
and in accordance with the terms of issue, the consent of the Board be and is
hereby accorded to redeem [number] [type of debentures] aggregating ₹[total
amount] before their maturity date on or before [proposed redemption date].
RESOLVED FURTHER THAT
Mr./Ms. [Name], [Designation], be and is hereby authorized to issue notice of
early redemption to all concerned debenture holders and complete all required
formalities, including filing of necessary forms with the Registrar of
Companies.
RESOLVED FURTHER THAT
Mr./Ms. [Name], [Designation], and/or Mr./Ms. [Name], [Designation], be and are
hereby authorized to take all such actions and execute all such documents as
may be necessary or incidental to give effect to this resolution.”
Certified True Copy
For [Company Name]
[Name]
[Designation]
DIN: [DIN Number]
Date: [Date]
Place: [City]