In this article, we present a comprehensive draft of the Board Resolution for the Right Issue, outlining the procedural intricacies and legal mandates involved under Companies Act, 2013 and Companies (Share Capital and Debenture) Rules, 2014. This resolution not only aligns with regulatory frameworks but also signifies the company’s proactive approach towards sustained growth and stakeholder engagement.
Format of Draft Board Resolution for Right Issue under Companies Act, 2013
Issuance of Equity Shares on Right Basis to Existing Shareholders
[Your Company Name]
[Company Address]
[Date]
Subject: Approval for Right Issue of Equity Shares
**RESOLVED THAT pursuant to the provisions of Section 62 and all other applicable provisions of the Companies Act, 2013, and the Companies (Share Capital and Debenture) Rules, 2014., and any statutory modifications or re-enactments thereof, to the extent notified for the time being in force (“Companies Act, 2013”), the board decided to issue [Specify Number of Equity Shares] equity shares on a right issue basis, aggregating to Rs. [Specify Total Amount]/-.
RESOLVED FURTHER THAT any director of the company be and is hereby authorized to send the letter of offer to existing shareholders along with the letter of renunciation. These shares are being offered only to those shareholders whose names appear in the Register of Members of the Company as of [Record Date].
RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, all the directors of the Company be and are hereby severally authorized to do all such acts, deeds, matters, and things and to file necessary returns and forms with the Registrar of Companies, Delhi, and such other authorities as may be necessary, including the Reserve Bank of India.
RESOLVED FURTHER THAT the Equity shares are being offered at Rs. [Specify Face Value]/- each at par to the existing equity shareholders in proportion to their present shareholding in the existing paid-up capital of the Company, subject to rounding off.
RESOLVED FURTHER THAT the right issue shall remain open for a period of [Specify Number of Days] days commencing from [Start Date] to [End Date] till the close of working hours.
RESOLVED FURTHER THAT the Letter of Offer shall be dispatched to the existing shareholders within the stipulated timeframe, and the necessary steps shall be taken to ensure compliance with the Companies Act, 2013, and other applicable regulations.
RESOLVED FURTHER THAT in case of non-subscription or partial subscription of the right issue by the existing shareholders, the unsubscribed portion shall be offered to any person other than the existing shareholders who may be willing to subscribe to the equity shares.
RESOLVED FURTHER THAT the letter of offer shall contain all necessary details, terms, and conditions of the right issue, and the board authorizes [Specify Director’s Name], [Designation], to finalize and approve the content of the letter of offer.
RESOLVED FURTHER THAT the Board shall take all necessary steps to ensure the effective implementation of this resolution.
CERTIFIED TRUE COPY
[Director’s Name] [Director’s Name]
[Director’s Name] [Director’s Name]
Board of Directors
[Your Company Name]
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