Board Resolution For Conversion Of Loan Into Equity for India

Board Resolution For Conversion Of Loan Into Equity Template for India

A Board Resolution for Conversion of Loan into Equity is a formal corporate document governed by Indian law, specifically the Companies Act, 2013, that authorizes and documents the company's decision to convert outstanding loan obligations into equity shares. This resolution details the terms of conversion, including the valuation methodology, number of shares to be issued, and compliance with regulatory requirements. It serves as an official record of the board's approval for this significant financial restructuring decision and provides the necessary authorization for company officials to execute the conversion process in accordance with Indian corporate law and regulatory frameworks.

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What is a Board Resolution For Conversion Of Loan Into Equity?

The Board Resolution For Conversion Of Loan Into Equity is a crucial corporate document used in Indian business practice when a company decides to convert its debt obligations into equity shares. This approach is commonly utilized for debt restructuring, improving the company's debt-to-equity ratio, or when a lender wishes to take an equity position in the company. The resolution must comply with the Companies Act, 2013, SEBI regulations (for listed companies), and other applicable Indian laws. It typically includes detailed information about the loan being converted, conversion terms, share valuation methodology, and necessary regulatory compliance statements. This document is particularly important in scenarios of financial restructuring, strategic investments, or when strengthening the company's balance sheet by reducing debt burden. The resolution serves as the primary authority for company officials to proceed with the conversion process and is a key reference document for regulatory filings and corporate records.

What sections should be included in a Board Resolution For Conversion Of Loan Into Equity?

1. Title and Date: Specifies the type of resolution and date of the board meeting

2. Attendance and Quorum: Lists directors present and confirms meeting quorum requirements are met

3. Background: Details of the existing loan agreement, reason for conversion, and benefits to the company

4. Definitions: Key terms used in the resolution including loan agreement details, conversion terms, and relevant regulations

5. Main Resolution: Formal board approval for conversion of loan into equity shares

6. Conversion Terms: Specific details of conversion including number of shares, conversion price, and basis of valuation

7. Compliance Statement: Confirmation of compliance with relevant laws and regulations

8. Authorization: Empowering specific officers to execute necessary documents and take required actions

9. Certification: Company Secretary's certification of the resolution

What sections are optional to include in a Board Resolution For Conversion Of Loan Into Equity?

1. FEMA Compliance: Required when the loan being converted is from a foreign lender

2. SEBI Compliance: Required for listed companies or when securities laws apply

3. Valuation Report Reference: Required when independent valuation has been conducted

4. Existing Shareholder Rights: Required when conversion affects existing shareholders' rights

5. Tax Implications: When specific tax considerations need to be acknowledged

6. Conditions Precedent: When conversion is subject to certain conditions being met

What schedules should be included in a Board Resolution For Conversion Of Loan Into Equity?

1. Schedule A - Loan Agreement Details: Copy or summary of the original loan agreement being converted

2. Schedule B - Share Issuance Terms: Detailed terms of the equity shares to be issued including class, rights, and number of shares

3. Schedule C - Valuation Report: Summary or full copy of the valuation report determining conversion price

4. Appendix 1 - Shareholder Rights: Details of rights attached to the new shares being issued

5. Appendix 2 - Compliance Certificates: Relevant regulatory compliance certificates and approvals

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions
Relevant Industries

Banking & Financial Services

Manufacturing

Real Estate & Construction

Technology & Software

Infrastructure

Healthcare

Telecommunications

Energy & Utilities

Start-ups & Emerging Companies

E-commerce

Heavy Industries

Pharmaceuticals

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Treasury

Corporate Governance

Risk Management

Board of Directors

Corporate Affairs

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Compliance Officer

Board Director

Managing Director

Finance Manager

Corporate Finance Head

Investment Officer

Risk Management Officer

Treasury Manager

Corporate Governance Officer

Financial Controller

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