The following Board Resolution may help you:
“RESOLVED THAT pursuant to the approval of members of the Company in Extra Ordinary General Meeting held on _______________ and subject to clauses contained in Memorandum and Articles of Association of the Company , consent of the Board of Directors be and is hereby accorded to offer, issue and allot ______________ Equity Shares of Rs. 10/- each at a premium of Rs. _________per share to the directors, their relatives and associates on preferential basis.
RESOLVED FURTHER THAT the equity shares to be so issued and allotted shall be rank parri-passu with the existing shares of the company except that for the financial year in which they are issued and allotted they shall rank only for pro-rata dividend for the period during which capital is so paid up.”