Roc board resolution

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NIKHIL JAIN (Querist)

13 December 2014 I Require Format Of Board Resolution under Sec 42(1) issue Of Preferential Allotment to Filled in PAS 4 with ROC in GNL - 2 In issue of Equity Shares via Private Placement.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

16 December 2014
DRAFT BOARD RESOLUTION

OFFER AND ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS:-

“RESOLVED THAT in accordance with the provisions of section 42, 62(1)(c) and other applicable provisions, if any of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification thereto or re-enactment thereof for the time being in force)(the “Act”) and pursuant to the Articles of Association of the Company and subject to the approval of the Shareholders of the Company, consent of the Board of Directors of the Company be and is hereby accorded to offer and issue up to __________(_____________) Equity Shares of Rs. 10/- (Ten) each for cash at par aggregating upto Rs. _______________/- (Rupees ________________) on preferential basis through private placement the “Issue”), in one or more tranches, to the ______________________________.

RESOLVED FURTHER THAT the said Equity Shares shall rank pari-passu with the existing Equity Shares in all respects.

RESOLVED FURTHER THAT any of the Directors of the Company be and is hereby authorised for and on behalf of the Company to deal, negotiate, accept, modify etc. the terms and conditions in relation to the said Issue and the to sign, issue and circulate the Private Placement Offer Letter (the “PPOL”) in Form PAS-4 prescribed under the Act and such other ancillary documents and to submit the said PPOL along with Record of Private Placement prescribed under Form PAS-5 prescribed under the Act and to file E-Form GNL-2 and such other necessary E-Forms with Ministry of Corporate Affairs/Registrar of Companies by affixing digital signature thereto and to do all such acts, deeds, matters and things which may deem necessary in this regard.

RESOLVED FURTHER THAT a certified true copy of this resolution issued under the signature of any of the Directors of the Company be submitted to whomsoever it may concern.”

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