Convertible warrant

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Querist : Anonymous

Querist : Anonymous (Querist)

05 February 2013 Can a private company issue convertible warrants to another private limited company.

Ajay Mishra

Ajay Mishra (Expert)
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06 February 2013 Hi

The provisions of sections 81, 114 and 115 are not applicable to private Limited company, so you are free to issue convertible warrants.

Querist : Anonymous

Querist : Anonymous (Querist)

12 February 2013 My MOA does not mention anything for issue of convertible warrants, can you please give me draft to be added in MOA for issue of such warrants by way of special resolution

Ajay Mishra

Ajay Mishra (Expert)
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12 February 2013 Hi

It will not be covered under MOA. It is governed by your company's articles.

Querist : Anonymous

Querist : Anonymous (Querist)

12 February 2013 AOA does not mention issue of convertible warrants, what is the next step.
Do you have wordings to insert clause for convertible warrants?

Ajay Mishra

Ajay Mishra (Expert)
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12 February 2013 No need to mentioned in object clause.

Need change in AOA for insertion of that clause.

Ajay Mishra

Ajay Mishra (Expert)
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12 February 2013 In AOA:

SHARE WARRANTS
55. The Company may issue share warrant, subject to and in accordance with, the provisions of Sections 114 and 115 of the Act and accordingly the Board may in its discretion, with respect to any share which is fully paid up, on application in writing signed by the person registered as holder of the share and authenticated by such evidence (if any) as the Board may, from time to time, require as to the identity of the person signing the application and on receiving the certificate (if any) of the share: and the amount of the stamp duty on the warrant and such fee as the Board may, from time to time, require, issue a share warrant.
56. (1) The bearer of a share warrant may at any time deposit the warrant at the office of the Company and so long as the warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a meeting of the Company and of attending and voting and exercising, the other privileges of a member at any meeting held after the expiry of two clear days from the time of deposit, as if his name were inserted in the register of members as the holder of the shares included in the deposited warrant.
(2) Not more than one person shall be recognised as depositor of the share warrant.
(3) The company shall, on two days written notice, return the deposited share warrant to the depositor.
57. (1) Subject as herein otherwise expressly provided, no person shall, as bearer of a share warrant, sign a requisition for calling meeting of the Company or attend or vote or exercise any other privilege of a member at a meeting of the Company or be entitled to receive any notice from the Company.
(2) The bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if he was named in the register of member as the holder of the shares included in the warrant and he shall be deemed to be a member of the Company in respect thereof.
58. The Board may, from time to time, make rules as to the terms on which (if it shall think fit) a new share warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction of the original.

Querist : Anonymous

Querist : Anonymous (Querist)

12 February 2013 Thank you so much.

Ajay Mishra

Ajay Mishra (Expert)
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12 February 2013 My pleasure................

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