Section 9(3) in The Companies (Share Capital and Debentures) Rules, 2014
(3)The explanatory statement to be annexed to the notice of the general meeting pursuant to section 102 shall, inter-alia, provide the complete material facts concerned with and relevant to the issue of such shares, including-(a)the size of the issue and number of preference shares to be issued and nominal value of each share;(b)the nature of such shares i.e. cumulative or non-cumulative, participating or non-participating , convertible or non-convertible(c)the objectives of the issue;(d)the manner of issue of shares;(e)the price at which such shares are proposed to be issued;(f)the basis on which the price has been arrived at;(g)the terms of issue, including terms and rate of dividend on each share, etc.;(h)the terms of redemption, including the tenure of redemption, redemption of shares at premium and if the preference shares are convertible, the terms of conversion;(i)the manner and modes of redemption;(j)the current shareholding pattern of the company;(k)the expected dilution in equity share capital upon conversion of preference shares.
