SPECIAL RESOLUTION OF SHAREHOLDERS
FOR PRIVATE PLACEMENT OF CCPS
OX Agry Private Limited
CIN: U01100TN2022PTC149276
RESOLUTION PASSED AT THE EXTRA-ORDINARY GENERAL MEETING (EGM)
Date: [Insert Date] Time: [Insert Time] Venue: 105, South Anna Nagar, Dindigul Road, Palani - 624601, Tamil Nadu, India OR Mode: Video Conferencing / Other Audio-Visual Means (VC/OAVM)
MEMBERS PRESENT / DEEMED TO BE PRESENT:
-
Mr. Vijay Maniraj
- Holding 99,500 Equity Shares
- Percentage: 99.50%
-
Mr. Maniraj Karuppusamy
- Holding 500 Equity Shares
- Percentage: 0.50%
Total Equity Shares Represented: 1,00,000 (100% of issued and paid-up capital)
QUORUM
The quorum as required under Section 103 of the Companies Act, 2013 and the Articles of Association of the Company was present.
Mr. Vijay Maniraj, Managing Director, was appointed as the Chairman of the meeting.
NOTICE
The Notice dated [Insert Date] convening the Extra-Ordinary General Meeting along with the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 was circulated to all the members at least 21 (twenty-one) clear days before the meeting and was taken as read.
SPECIAL RESOLUTION
SPECIAL RESOLUTION 1: PRIVATE PLACEMENT OF COMPULSORILY CONVERTIBLE PREFERENCE SHARES (CCPS)
RESOLVED THAT pursuant to the provisions of Sections 23, 42, 55, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with:
- Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014
- Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014
- Foreign Exchange Management (Non-debt Instruments) Rules, 2019
- Any other applicable laws and regulations
And subject to such approvals, consents, permissions, and sanctions as may be necessary from appropriate authorities, and subject to such conditions and modifications as may be prescribed or imposed by any such authorities while granting such approvals, consents, permissions, and sanctions, which may be agreed to by the Board of Directors (hereinafter referred to as the "Board" which term shall include any committee thereof), the consent of the members of the Company be and is hereby accorded to the Board to offer or invite subscriptions for, create, issue, offer, and allot up to 2,00,00,000 (Two Crore) Compulsorily Convertible Preference Shares (CCPS) having a face value of ₹1 (Rupee One) each at par (i.e., at ₹1 per CCPS without any premium), aggregating up to ₹2,00,00,000 (Rupees Two Crore only), on private placement basis, to such person(s) as may be decided by the Board, on the following terms and conditions:
TERMS AND CONDITIONS OF CCPS
1. SECURITY TYPE AND PRICING
| Parameter | Details |
|---|---|
| Type | Compulsorily Convertible Preference Shares (CCPS) |
| Face Value | ₹1 (Rupee One) per CCPS |
| Issue Price | ₹1 (Rupee One) per CCPS (at par, no premium) |
| Total CCPS | Up to 2,00,00,000 CCPS |
| Total Amount | Up to ₹2,00,00,000 (Rupees Two Crore) |
| Minimum Investment | ₹1,00,000 (One Lakh) per investor |
| Maximum Investment | ₹1,00,00,000 (One Crore) per investor |
2. CONVERSION TERMS
2.1 Conversion Mechanism: Valuation Cap with Discount
The CCPS shall convert into Equity Shares at the better of:
A. Valuation Cap Price:
Cap Price = ₹100 Crore / Pre-Conversion Equity Shares
Cap Price = ₹100,00,00,000 / 1,00,000 = ₹10,000 per Equity Share
B. Discounted Price:
Discounted Price = (Future Round Valuation × 70%) / Pre-Conversion Equity Shares
Whichever provides MORE Equity Shares to the investor.
2.2 Conversion Multiplier (Tiered Bonus)
To reward early investors, a Conversion Multiplier will be applied on a first-come, first-served basis:
| Tranche | Investment Level | Conversion Multiplier |
|---|---|---|
| Tranche 1 | First ₹50,00,000 | 1.5x |
| Tranche 2 | Next ₹50,00,000 | 1.33x |
| Tranche 3 | Final ₹1,00,00,000 | 1.25x |
Note: The multiplier is applied across the entire ₹2 Crore pool, not per investor.
2.3 Conversion Triggers
CCPS will convert upon:
| Trigger | Description | Timeline |
|---|---|---|
| Qualified Financing | Next priced round: ₹10 Cr+ raise at ₹100 Cr+ pre-money valuation | Within 30 days |
| Liquidity Event | IPO, acquisition, or merger | Immediately before event |
| Deadline | December 31, 2027 (if no other trigger) | Within 90 days (by March 31, 2028) |
2.4 Delay Penalty
If conversion is not completed by March 31, 2028, a penalty of 12% per annum simple interest will accrue on the investment amount from April 1, 2028 until conversion.
2.5 Compulsory Conversion Period
Maximum conversion period: 20 years from date of allotment (as per Companies Act, 2013)
3. PREFERENCE RIGHTS
3.1 Dividend Rights
- Rate: 0.001% per annum (non-cumulative)
- Priority: CCPS holders have priority over Equity Shareholders
- Payment: At Board's discretion, subject to availability of profits
3.2 Liquidation Preference
In case of liquidation, winding up, or dissolution (whether voluntary or involuntary):
Amount: Original Investment + 18% per annum simple interest (from allotment date)
Priority: Senior to Equity Shareholders, pari passu among CCPS holders
Example:
Investment: ₹1,00,000
Period: 2 years
Interest: ₹1,00,000 × 18% × 2 = ₹36,000
Total Liquidation Preference: ₹1,36,000
Note: In a liquidation event, CCPS will NOT convert to equity. Instead, CCPS holders will receive liquidation preference before any distribution to equity shareholders.
3.3 Voting Rights
- Pre-Conversion: As per Section 47(2) of the Companies Act, 2013
- Post-Conversion: 1 share = 1 vote (standard equity voting rights)
4. INVESTOR RIGHTS
4.1 Information Rights
- Quarterly investor calls or updates
- Annual financial statements
- Material business updates
4.2 Liquidity Rights
- Pro-rata Rights: Right to participate in future rounds (up to 2x original investment)
- Tag-Along Rights: Right to participate in founder share sales
- Drag-Along Rights: Obligation to participate in majority-approved exits (75%+ approval)
- ROFR: Right of first refusal on share transfers
5. ANTI-DILUTION PROTECTION
Conversion ratios will automatically adjust for:
- Stock splits / share subdivisions
- Bonus issues
- Share consolidations / reverse splits
- Rights issues
To preserve economic value for CCPS holders.
6. TRANSFERABILITY
CCPS shall be transferable subject to:
- Compliance with Articles of Association
- Right of First Refusal (ROFR) to existing shareholders
- Board approval
- FEMA compliance (for non-resident investors)
7. USE OF FUNDS
| Allocation | Percentage | Amount | Purpose |
|---|---|---|---|
| Operations | 50% | ₹1,00,00,000 | Team expansion, infrastructure, market scaling |
| Technology | 35% | ₹70,00,000 | R&D, platform enhancement, new features |
| Marketing | 10% | ₹20,00,000 | Customer acquisition, brand building |
| Reserves | 5% | ₹10,00,000 | Working capital and contingencies |
RESOLVED FURTHER THAT the Board may modify the above allocation by up to 15% in any category based on business requirements, provided such changes are in the best interest of the Company.
ADDITIONAL RESOLUTIONS
RESOLVED FURTHER THAT the CCPS to be issued shall have the following characteristics:
- Dividend: 0.001% per annum, non-cumulative, payable at the discretion of the Board
- Participation: Non-participating in surplus assets beyond liquidation preference
- Conversion: Compulsorily convertible within maximum 20 years
- Payment: Fully paid-up at the time of allotment
- Transfer: Transferable as per Articles of Association and applicable laws
RESOLVED FURTHER THAT the allotment of CCPS shall be subject to the provisions of Sections 42, 55, and 62 of the Companies Act, 2013 and the rules made thereunder, including but not limited to:
- Filing of requisite forms with the Registrar of Companies
- Maintenance of register of holders of securities and register of allotments
- Compliance with private placement requirements as per Section 42
- Compliance with FEMA regulations (if applicable)
RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board be and is hereby authorized on behalf of the Company to:
- Finalize and approve the terms and conditions of the Private Placement Offer Letter (Form PAS-4)
- Determine the timing of the issuance, the number of CCPS to be issued in each tranche, and the identity of the investors
- Accept subscriptions and allot CCPS to investors
- Execute CCPS Subscription Agreements and all other necessary documents
- Make applications to regulatory authorities and obtain necessary approvals
- Open bank accounts for receiving subscription amounts
- File Form PAS-3 (Return of Allotment) with ROC within prescribed timelines
- File Form PAS-5 (Record of private placement offers and acceptances)
- File Form FC-GPR with RBI (if CCPS are issued to non-residents) within 30 days
- Make such modifications, amendments, or variations as may be required by regulatory authorities
- Settle all questions, difficulties, or doubts that may arise in giving effect to this resolution
- Do all such acts, deeds, matters, and things as may be necessary, desirable, or expedient
RESOLVED FURTHER THAT the consent of the members be and is hereby accorded to the Board to issue CCPS in one or more tranches as may be decided by the Board, provided that the entire allotment shall be completed within 12 (twelve) months from the date of this resolution.
RESOLVED FURTHER THAT the Private Placement Offer Letter (Form PAS-4) shall be issued to prospective investors and a complete record of private placement offers made, the date of passing the resolution, and the date of receipt of application money shall be maintained in Form PAS-5 as required under Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
RESOLVED FURTHER THAT the issue and allotment of CCPS under private placement shall be completed within a period of 12 (twelve) months from the date of passing of this Special Resolution or such other time as may be prescribed under the Act.
RESOLVED FURTHER THAT in case of allotment of CCPS to Non-Resident Indians (NRIs), Foreign Portfolio Investors (FPIs), or other foreign investors, the issue shall be in compliance with the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 and other FEMA regulations, and necessary filings shall be made with RBI.
SPECIAL RESOLUTION 2: AMENDMENT TO ARTICLES OF ASSOCIATION
RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013, consent of the members be and is hereby accorded to amend the Articles of Association of the Company to incorporate the terms and conditions of the CCPS as approved in Special Resolution 1 above.
RESOLVED FURTHER THAT the amended Articles of Association shall include provisions relating to:
- Rights, privileges, and conditions attached to CCPS
- Conversion terms and mechanisms
- Liquidation preference
- Dividend rights
- Voting rights
- Transferability restrictions
RESOLVED FURTHER THAT the Board be and is hereby authorized to finalize the amendments to the Articles of Association and file the necessary forms with the Registrar of Companies.
SPECIAL RESOLUTION 3: AUTHORIZED SIGNATORIES
RESOLVED THAT Mr. Vijay Maniraj, Managing Director (DIN: [Insert DIN]), and Mr. Maniraj Karuppusamy, Director (DIN: [Insert DIN]), be and are hereby severally authorized to:
- Sign and execute all documents, deeds, agreements, and writings relating to the issue of CCPS
- Sign CCPS Subscription Agreements with investors
- Sign Form PAS-3, Form PAS-4, Form PAS-5, and other MCA forms
- Sign Form FC-GPR and other FEMA-related forms (if applicable)
- Appear before and represent the Company before regulatory authorities including MCA, RBI, and others
- Delegate any of the above powers to the Company Secretary or other officers
- Do all acts, deeds, and things necessary to give effect to these resolutions
RESOLVED FURTHER THAT the Company Secretary be and is hereby authorized to file necessary e-forms with the Registrar of Companies and RBI as may be required under the Companies Act, 2013 and FEMA regulations.
VOTING RESULTS
The following Special Resolutions were put to vote and the results are as follows:
Resolution 1: Private Placement of CCPS
| Particulars | No. of Shares | % of Votes |
|---|---|---|
| Votes in Favor | 1,00,000 | 100% |
| Votes Against | 0 | 0% |
| Invalid Votes | 0 | 0% |
RESULT: The Special Resolution was PASSED UNANIMOUSLY.
Resolution 2: Amendment to Articles of Association
| Particulars | No. of Shares | % of Votes |
|---|---|---|
| Votes in Favor | 1,00,000 | 100% |
| Votes Against | 0 | 0% |
| Invalid Votes | 0 | 0% |
RESULT: The Special Resolution was PASSED UNANIMOUSLY.
Resolution 3: Authorized Signatories
| Particulars | No. of Shares | % of Votes |
|---|---|---|
| Votes in Favor | 1,00,000 | 100% |
| Votes Against | 0 | 0% |
| Invalid Votes | 0 | 0% |
RESULT: The Special Resolution was PASSED UNANIMOUSLY.
DECLARATIONS
The Chairman declared that all the Special Resolutions have been passed with the requisite majority as required under the Companies Act, 2013.
There being no other business, the meeting concluded with a vote of thanks to the Chair.
Certified True Copy
____________________________ Vijay Maniraj Chairman of the Meeting Managing Director DIN: [Insert DIN]
Place: Palani Date: [Insert Date]
____________________________ [Company Secretary Name] Company Secretary Membership No: [Insert Membership No.]
Place: Palani Date: [Insert Date]
Company Seal:
ATTENDANCE SHEET
| S. No. | Name of Member | No. of Shares Held | Signature | Time of Arrival |
|---|---|---|---|---|
| 1 | Vijay Maniraj | 99,500 | ||
| 2 | Maniraj Karuppusamy | 500 |
Note: This is a template. Please fill in all bracketed information, maintain proper attendance records, and have this document reviewed by a company secretary before execution. This template is for informational purposes only and does not constitute legal advice.