sec 106 variation in the rights attached to Class Shares

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CS Ashish Jain (Querist)
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26 July 2010 Presently we are having 4% Cumulitive
Redeemable Preference Shares, now we want to convert these shares into normal preference shares.

As per section 106 rights attached to the class of shareholders can be varied with the written consent of the 3/4th of that class.

so can any one send me the draft consent letter to be obtained form the shareholders to vary the rights. (presently preference shares are cumulative now we want to convert it into non cumulative shares)

Rasesh

Rasesh (Expert)
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27 July 2010 Pl. find below text ofthe company letter requesting the shareholder for variation in rights (extension). You may modify the text to suit your purpose:

To,

Dear Shareholders,

Re : Consent to variation of rights attached to 16% Redeemable Non-convertible Preference Shares of Rs. 100/- each.

The Company had issued a total of 2,00,000, 16% Redeemable Non-convertible Preference Shares of Rs. 100/- each (hereinafter referred to as "the said shares") which were allotted on _____ . You are one of the holders of the said shares as detailed below.

Name of the Shareholder No. of shares held Folio No.

According to the terms of issue, the said shares are redeemable on _______. Owing to the loss suffered during the recent past and having still inadequate liquid surplus available, the Company is unable to find the sources for the redemption of the said shares on the due dates of their redemption. It is also necessary for the company to conserve its financial resources in order to improve the working capital base. Hence, the company is not in a position to redeem the shares on the due dates.

It is therefore, proposed to extend the date of redemption in respect of the said shares by a period of two years from their due date of redemption so that the said shares shall be redeemed on _________. Moreover, it is also proposed to reduce the rate of dividend from 16% to 10% in view of the changing interest rate scenario. However, other terms of issue shall remain unchanged.

The consent of the holders of the said shares is required to be obtained in terms of the provisions of Section 106 of the Companies Act, 1956, since the date of redemption of the said shares is being extended and dividend rates are reduced from 16% to 10%, resulting in a variation in the rights attached to the said shares.

The proposed variation, being in the interest of the Company and its shareholders, is recommended for the acceptance of the members. You are requested to sign and return to the Company one copy of this in token of your consent to the variations as proposed above and a copy of the resolution passed in the meeting.

Thanking You
For

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Rasesh

Rasesh (Expert)
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27 July 2010 Acceptance / consent letter from shareholder. you may modify the text to suit your purpose:

Consent

I/We, the holder of _______ 16% Redeemable Non-convertible Preference Shares of Rs. 100/- each in __________ LIMITED, give our/my consent, pursuant to Section 106 of the Companies Act, 1956 to the variation in the rights attached to the said preference shares in the manner set out herein under:

• Period of Redemption extended for two years i.e. upto ________
• Dividend Rate reduced from 16% to 10%.

Name of the Shareholder No. of shares held Folio No.

Dated:
Place:
signature

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