Board resolution format for issue of preference shares on private placement under Sections 42, 55 and 62(1)(c) and Rule 9, with PAS-4 offer after MGT-14 filing.
“RESOLVED THAT pursuant to Sections 42, 55, 62(1)(c) and 179(3)(c) of the Companies Act, 2013 read with Rules 9 and 13 of the Companies (Share Capital and Debentures) Rules, 2014, Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Articles of Association of the Company, and subject to the approval of the members by a special resolution, consent of the Board be and is hereby accorded to offer and issue up to [●] [●]% [Compulsorily Convertible / Non-Convertible Redeemable] [Cumulative / Non-Cumulative] Preference Shares of ₹[●] each at a price of ₹[●] per share (including a premium of ₹[●]), aggregating up to ₹[●] (Rupees [●] only), for cash, on a private placement basis to the persons identified by the Board and named in the Annexure, on the terms approved at this meeting.
RESOLVED FURTHER THAT the valuation report dated [●] of Mr./Ms. [●], Registered Valuer, the draft offer letter in Form PAS-4 and the notice convening an Extra-Ordinary General Meeting on [●], together with the explanatory statement, be and are hereby approved.
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to issue the notice, to file this resolution and the special resolution in e-Form MGT-14, to issue the offer letters only after such filing, and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”