Board resolution format for private placement of equity shares under Sections 42 and 62(1)(c), with offerees, valuer price, PAS-4 and MGT-14 before any offer.
“RESOLVED THAT pursuant to Sections 42, 62(1)(c) and 179(3)(c) of the Companies Act, 2013 read with Rule 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 up to [●] Equity 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, the price being not less than the fair value determined by Mr./Ms. [●], Registered Valuer, in the report dated [●].
RESOLVED FURTHER THAT the draft offer letter in Form PAS-4 and the notice of the Extra-Ordinary General Meeting to be held on [●], with the explanatory statement, be and are hereby approved, and the offer letters shall be issued only after this resolution and the special resolution have been filed with the Registrar of Companies in e-Form MGT-14.
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to issue the notice, file the e-forms, issue and record the offers in Forms PAS-4 and PAS-5 and do all such acts, deeds and things as may be necessary for giving effect to this resolution.”