Private Placement of CCPS - Querry

[sachin sathyavrathan]

Dear sir,

One of our clients is proposing to issue Compulsorily Convertible Preference Shares (CCPS) through private placement. The total issue size has been specified in the EGM resolution, and it has also been stated that the issue may be made in one or more tranches.

However, as per the applicable Company Rules, a private placement offer requires prior approval of the shareholders by way of a special resolution for each of the offers or invitations.

In light of the above provisions, whether it is mandatory to pass a separate special resolution before each tranche/offer, or whether a single special resolution approving the total issue size would be sufficient compliance?

Thanking You

CS Sachin Sathyavrathan, 

Practising Company Secretary

Membership No: A42942

Mob: 9567294412

[Anjali Sharma]

Single will be sufficient compliance.

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Thanks and regards

CS Anjali Sharma

Ph.- 8950371554

[Deepak Singhal]

You can pass a blanket SR for issue which will be valid for 12 months and than you can allot the shares in tranches.

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Thanks & Regards
CS Deepak Singhal
Deepak Singhal & Associates
(Company Secretaries)

Peer reviewed Unit

Address: Unit No.209, 2nd Floor, ILD Trade Center, Sector 47, Gurugram – 122 018 (Haryana)  

Contact Details: 9992693555, 0124-4200344

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[CS Rakesh Kumar]

Can we do that for Res u/s 185 & 186 also like a blanket resolution.....and set overall limit...or do we have to mention each party in resolution from which transactions are attracting these sections...

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[Deepak Singhal]

For 185 and 186 also blanket SR is allowed as we passed for 500 cr at the first BM

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[Bhagyashree Navale]

Dear Sachin,

The said resolution is valid for one year .

Bhagyashree Navale.

8422024889

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[sachin sathyavrathan]

Dear Sir/Madam,

Thank you everyone for your valuable inputs on this matter.

It is noted that Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 provides that a proposal for private placement must be previously approved by the shareholders of the Company by way of a special resolution for each of the offers or invitations. The said Rule further grants a specific exemption in the case of non-convertible debentures, wherein a single (blanket) special resolution is permitted and remains valid for a period of one year.

In this context, how can a single blanket resolution be adopted for the issue of CCPS, considering that the relaxation seems to be available only in respect of non-convertible debentures?

CS Sachin Sathyavrathan, 

Practising Company Secretary

Membership No: A42942

Mob: 9567294412

To view this discussion visit https://groups.google.com/d/msgid/csmysore/CAGZKDz8CH5tsY1NY3hhkgsYZR_J6LTme1reKw1o0f1ETpv9WMg%40mail.gmail.com.