EXTRACT OF THE BOARD RESOLUTION PASSED IN THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY M/s. ABC VENTURES PRIVATE LIMITED HELD AT THE REGISTERED OFFICE OF THE COMPANY AT ADDRESS LINE 1, ADDRESS LINE 2, CITY – PINCODE, STATE, ON DATE AT TIME.
1. Offer and Issue of Equity Shares Through Private Placement
“RESOLVED THAT in accordance with the provisions of section 42, 62(c) and other provisions, applicable, if any, of the Companies Act, 2013 read with 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. _______________/- (In words) on preferential basis through private placement the “Issue”), in one or more tranches, to the (Proposed allottees Name).
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 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 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.”
2. Date and Venue of Extraordinary General Meeting
The Chairman informed that to obtain approval of shareholders for preferential allotment of shares to concerned allottees and any other matter with consent of shareholders, it was required to convene Extraordinary General Meeting of the Company. After some discussion the following resolution was passed:
“RESOLVED THAT Extraordinary General Meeting of the Company be convened on (Day), (Date) at (Time) at (Registered Office) ”
3. Notice of Extraordinary General Meeting
The draft notice of Extraordinary General Meeting of the Company was placed on the table and after some discussion the following resolution was passed:
“RESOLVED THAT the draft Notice of the Extraordinary General Meeting to be held on (Date) of the Company placed before the meeting be and is hereby approved and signed on behalf of the company by (Director).
RESOLVED FURTHER THAT the Notice of the Extraordinary General Meeting shall be sent by giving minimum seven day’s notice.”
4. Allotment of Equity Shares of the Company through Private Placement
“RESOLVED THAT pursuant to the provisions of Section 42, 62(c) and other provisions, applicable, if any, of the Companies Act, 2013 read with Companies (Prospectus and allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 including any statutory enactment, modification etc. thereto, the consent of the Board of Directors of the Company be and is hereby accorded for an allotment of (Number of Shares) (Number in Words) Equity Shares of Rs. (Face Value) (Rupees in Words) each of the Company at par, distinctively numbered from ____________ to ________________(both inclusive), to (Allottee Name) from whom the Company has received share application money of Rs. (Amount Received) (Rupees in Words).
RESOLVED FURTHER THAT the said Equity Shares shall rank paripassu with existing Equity Shares in all respects.
RESOLVED FURTHER THAT Director (Director Name) of the Company be and is hereby authorized to file Return on Allotment of aforesaid shares in E-Form No. PAS-3 or such other applicable form from time to time with the Registrar of Companies / Ministry of Corporate Affairs by affixing Digital Signature thereto.
RESOLVED FURTHER THAT the Share Certificate for the shares allotted as aforesaid be issued to the above-mentioned allottee under the signatures of any two Directors of the Company and the Common Seal of the company be affixed on the share certificate as per the Articles of Association of the Company.
RESOLVED FURTHER THAT necessary entries in respect of issue and allotment of aforesaid shares be made in the Register of Members in PAS-5 .
RESOLVED FURTHER THAT any of the Director of the Company be and is hereby authorized to intimate above allotment to Depositories and/or agents by submitting necessary documents and to do all such acts, deeds, matters, and things which may deem necessary, pertinent, desirable, incidental in this regard.”
Checklist for Issue of shares on private placement basis.
1. Drafting and Preparation of Private Placement Offer cum Application Letter (PPOAL)
2. Obtain Draft Valuation Report for Preferential Issue of shares before Board Meeting.
3. Send 7 Days’ Notice of Board Meeting in writing to every director at his address registered with the company.
4. Conduct the Board Meeting to pass the following resolutions:
a. Issue of Equity Shares subject to shareholders’ approval on private placement basis.
b. Approve Notice of EGM and authorize the Secretary/Directors in this regard.
Explanatory Statement of the notice should contain the disclosures as mentioned in the Rule 13 of The Companies (Share Capital and Debentures) Rules, 2014.
c. Approval of draft PPOAL (PAS-4), opening/identifying of separate bank account and allotment of shares etc.
5. Send notice (along with explanatory statement) of the General Meeting to members, Directors as per Sections 101 and 102 of the Companies Act, 2013.
6. Hold EGM for Passing of Special Resolution for Issue of Equity Shares on Private Placement Basis Approval of PAS-4.
7. File MGT-14 for issue of securities in complying of Section 179(3)(c) of Co’s Act, 2013 within 30 days of date of issue.
8. Circulation of PPOAL under PAS – 4 to the proposed Allottees through registered post or speed post or through electronic mode within 30 days of recording their names to all identified persons.
9. After receiving of share money again send Notice of Board Meeting in writing to every director.
10. Board Meeting to be convened for allotment of shares & issue of share Certificate
11. File Form PAS-3 (along with a complete list of all the allottees containing the details specified) within 15 days from the date of allotment of shares.
12. Maintenance of list of identified persons in PAS-5 (record to be kept by the Company)
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