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]

Read More on: Director Identification Number (DIN) – A Complete Beginner’s Guide 


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