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Special Resolution under Section 62(3) of Companies Act 2013

special resolution under section 62(3) of companies act 2013The following resolution format is for conversion of unsecured loans taken by the company from its promoters and promoter group and issue of equity shares of the company to them.

Modify the resolution as per your requirement.

In the resolution, you may include any other terms of the conversion and issue of shares, if it is issued at a premium or at par.


#. Conversion of Unsecured Loans into Equity Shares of the Company

To consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of section 62 of the Companies Act, 2013 and rules made thereunder, including any statutory modifications or re-enactments thereof for the time being in force, read with the relevant provisions of the Memorandum and Articles of Association of the company, the consent of the members of the company is hereby accorded to create, offer, issue and allot Equity Shares of Rs. .../-each against conversion of the unsecured loan to the extent outstanding as on 31st March, 20XX, which is INR ................ (Rupees ....................................... only) taken by the company from the Promoters and Promoter Group as per details given below.”

Sl. No.
Name of the Party
Unsecured Loan Amount (Rs.)
 * * * * * *
 * * * * * * *
 * * * * *

Grand Total
 * * * * * * * *

FURTHER RESOLVED THAT the Equity Shares so issued shall rank pari passu with the existing equity shares of the company in all respects that they shall be entitled to pro-rata dividend from the date of allotment.

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt in regard to terms of issue and / or mode of allotment that may arise in regard to offer / issue, allotment and utilization of the proceeds and further to do all such acts, deeds, matters and things and to finalize and execute all documents and writings as may be necessary, proper, desirable or expedient as it may deem fit.”


NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.


  1. Tania Sethi10/31/2019

    Thank you! It was helpful in drafting.

  2. Anonymous12/17/2022

    But the resolution under 62(3) shall be passed before taking the loan. hence this resolution is not correct


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