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As per the
provisions of section 62(1)(c) of Companies Act, 2013 where at any time, a
company having a share capital proposes to increase its subscribed capital by
the issue of further shares, such shares may be offered to any persons, if it
is authorised by a special resolution, whether or not those persons include the
persons referred to in clause (a) or clause (b) of section 62(1), either for
cash or for a consideration other than cash, if the price of such shares is
determined by the valuation report of a registered valuer subject to such conditions
as may be prescribed.
provisions of section 62(1)(c) of Companies Act, 2013 where at any time, a
company having a share capital proposes to increase its subscribed capital by
the issue of further shares, such shares may be offered to any persons, if it
is authorised by a special resolution, whether or not those persons include the
persons referred to in clause (a) or clause (b) of section 62(1), either for
cash or for a consideration other than cash, if the price of such shares is
determined by the valuation report of a registered valuer subject to such conditions
as may be prescribed.
Draft Board Resolution
for Preferential Allotment of Shares
RESOLVED
THAT pursuant to the provisions of section 23, 42
& 62 and other applicable provisions, if any, of the Companies Act, 2013
(including any amendments thereto or re-enactment thereof ) (the “Act”) article……
of the Articles of Association read with rule no 14 of the Companies
(Prospectus and Allotment of Securities ) Rules 2014 and rule no 14 of the
Companies (Share Capital and Debentures ) Rules 2014 and subject to such
approvals, consents, permissions and sanctions, if any, of the Government of
India, Reserve Bank of India, Foreign Investment Promotion Board etc. , and any
other appropriate authorities, institutions or bodies, as may be necessary, the
consent be and is hereby accorded to create, offer, issue and allot, in one or
more tranches, equity shares for an amount upto Rs…………….., inclusive of such
premium and on such terms and conditions as the Board may deem fit from time to
time and at such price being not less than the price determined in accordance
with the valuation guidelines prescribed by the Act, to person including
existing members of the Company.
THAT pursuant to the provisions of section 23, 42
& 62 and other applicable provisions, if any, of the Companies Act, 2013
(including any amendments thereto or re-enactment thereof ) (the “Act”) article……
of the Articles of Association read with rule no 14 of the Companies
(Prospectus and Allotment of Securities ) Rules 2014 and rule no 14 of the
Companies (Share Capital and Debentures ) Rules 2014 and subject to such
approvals, consents, permissions and sanctions, if any, of the Government of
India, Reserve Bank of India, Foreign Investment Promotion Board etc. , and any
other appropriate authorities, institutions or bodies, as may be necessary, the
consent be and is hereby accorded to create, offer, issue and allot, in one or
more tranches, equity shares for an amount upto Rs…………….., inclusive of such
premium and on such terms and conditions as the Board may deem fit from time to
time and at such price being not less than the price determined in accordance
with the valuation guidelines prescribed by the Act, to person including
existing members of the Company.
RESOLVED FURTHER THAT the issue to the holders of the Shares shall
be, inter alia, subject to the following terms and conditions:
1. the shares
to be so created, offered, issued and allotted shall be subject to the
provisions of the Memorandum and Articles of Association of the Company;
to be so created, offered, issued and allotted shall be subject to the
provisions of the Memorandum and Articles of Association of the Company;
2. the
equity shares proposed to be issued shall rank pari-passu with the then
existing equity shares of the Company in all respects including dividend;
equity shares proposed to be issued shall rank pari-passu with the then
existing equity shares of the Company in all respects including dividend;
3. the
offer or invitation of shares shall not me made to more than ……. persons in
aggregate in a financial year and
offer or invitation of shares shall not me made to more than ……. persons in
aggregate in a financial year and
4. the
value of such offer or invitation per person shall be with an investment size
of not less than Rs ……….. of face value of securities
value of such offer or invitation per person shall be with an investment size
of not less than Rs ……….. of face value of securities
RESOLVED FURTHER THAT the draft private placement offer letter
pursuant to which the offer or invitation to subscribe the Shares of the
company will be made , a copy of which is laid down before the meeting and
initialed by the chairman for the purpose of identification be and is hereby
approved.
pursuant to which the offer or invitation to subscribe the Shares of the
company will be made , a copy of which is laid down before the meeting and
initialed by the chairman for the purpose of identification be and is hereby
approved.
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RESOLVED FURTHER THAT the Board be and hereby constitute a Private
Placement Monitory Committee consisting of Mr./ Ms………. [name of person]
director & Mr./ Ms………. [ name of person] director for the purpose
of
1. determining the form and manner
of the issue, including the class of investors to whom the shares are to be
issued and allotted,
of the issue, including the class of investors to whom the shares are to be
issued and allotted,
2. number of Securities to be
allotted,
allotted,
3. issue price, face value, and
4. to settle all questions,
difficulties or doubts that may arise in regard to the issue, offer or
allotment of shares and utilisation of the issue proceeds as it may in its
absolute discretion deem fit.
difficulties or doubts that may arise in regard to the issue, offer or
allotment of shares and utilisation of the issue proceeds as it may in its
absolute discretion deem fit.
5. to appoint such consultants,
underwriters, bankers, professionals and intermediaries and all such agencies
as may be involved or concerned in such offerings of shares and to remunerate
them by way of commission, brokerage, fees or the like and to enter into and
execute all contracts, agreements, arrangements/MoUs/documents with such
agencies as may be required or desirable in connection with the issue of
Shares.
underwriters, bankers, professionals and intermediaries and all such agencies
as may be involved or concerned in such offerings of shares and to remunerate
them by way of commission, brokerage, fees or the like and to enter into and
execute all contracts, agreements, arrangements/MoUs/documents with such
agencies as may be required or desirable in connection with the issue of
Shares.
6. To open a separate bank account for purpose of
receiving the subscription amount
receiving the subscription amount
RESOLVED FURTHER THAT Mr. / Ms………. [name of person] director will
act as the chairman of the Private Placement Monitory Committee and Mr./
Ms. ……….., company secretary shall act as a secretary to the committee
act as the chairman of the Private Placement Monitory Committee and Mr./
Ms. ……….., company secretary shall act as a secretary to the committee
RESOLVED FURTHER THAT Mr. / Ms………. [name of person]
director/company secretary be and is hereby authorized to maintain the records
of private placement offer letter in Form PAS-4 and file the same with the
Registrar in Form PAS-5 within prescribed time and fees.
“FURTHER
RESOLVED THAT for the purpose of giving effect to this
resolution, Shri ………………….. of the Company be and is hereby authorised, on
behalf of the Company, to do all acts, deeds, matters and things as deem
necessary, proper or desirable and to sign and execute all necessary documents,
applications and returns for the purpose of giving effect to the aforesaid
resolution along with filing of necessary E-form with the Registrar of
Companies.”
RESOLVED THAT for the purpose of giving effect to this
resolution, Shri ………………….. of the Company be and is hereby authorised, on
behalf of the Company, to do all acts, deeds, matters and things as deem
necessary, proper or desirable and to sign and execute all necessary documents,
applications and returns for the purpose of giving effect to the aforesaid
resolution along with filing of necessary E-form with the Registrar of
Companies.”
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