Draft Board Resolution for Allotment of Equity Shares on Preferential allotment via Private Placement

Resolved That pursuant to the provisions of Section 62(1)(c) read with Section 42 of the Companies Act, 2013, Rule 13 of Companies( Share Capital and Debentures) Rules, 2014 and Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 and such other provisions (including any statutory modifications or re-enactment thereof) as may be applicable for the time being in force, consent of the Board of Directors of the Company be and is hereby accorded to allot _____ [No. of Equity Shares] (in words) Equity Shares at a face value of  Rs. _____ [Face value per share] at a premium of _____ [Premium per share] amounting to _____ [Total amount of the Equity Shares issued] (in words) who have accepted the offer as per the following details:-

Resolved Further That such Equity Shares shall rank pari passu in all respects to the existing Equity Share Capital of the Company including right to dividend, voting rights etc.

< Use this para in case a Company has a common seal > (Delete if not applicable)

Resolved Further That the share certificate be issued pursuant to the provisions of Section 46 of Companies Act 2013 read with Rule 5 of the Companies (Share Capital and Debentures) Rules, 2014, and any other applicable provisions of Companies Act, 2013 read with Rules thereunder (including any statutory modifications or re-enactment thereof, for the time being in force) in Form SH-1 and be executed and signed under the common seal of the Company and in the presence of  <Mr. /Ms. _____ and Mr. /Ms. ______, Directors of the Company> OR (wherever there is a Company Secretary) <Mr. /Ms. ______, Director of the Company and Mr. /Ms. ______, Company Secretary of the Company > who are further authorized to sign and issue the new Share Certificates by affixing the common seal of the Company, and do all such other act(s), thing(s) and deed(s) as may be required, deemed necessary or incidental to give effect to the above resolution.

< Use this para in case a Company doesn’t have a common seal > (Delete if not applicable)

Resolved Further That the share certificate be issued pursuant to the provisions of Section 46 of Companies Act 2013 read with Rule 5 of the Companies (Share Capital and Debentures) Rules, 2014 and any other applicable provisions of Companies Act, 2013 read with Rules thereunder (including any statutory modifications or re-enactment thereof, for the time being in force), in Form SH-1 in respect of shares allotted as aforesaid, under the signature of <Mr. /Ms. _____ and Mr. /Ms. _____, Directors of the Company> OR (wherever there is a Company Secretary) <Mr. /Ms. ______, Director of the Company and Mr. /Ms. ______, Company Secretary of the Company >, who are further authorized to issue the new Share Certificates, and do all such other act(s), thing(s) and deed(s) as may be required, deemed necessary or incidental to give effect to the above resolution.

Resolved Further That Mr./ Ms. _____ [Name and Designation of the authorized person] of the Company be and is hereby authorized to take steps for payment of applicable Stamp duty for the said issue of shares and to prepare sign and/or execute application(s), document(s), and correspondence(s) in relation to the matter and to submit such paper(s), document(s), etc, to the concerned authorities and to represent the Company in such matters and also to do all such other act(s), thing(s), and deed(s), as may be required or deemed necessary in this regard.

Resolved Further That Mr./ Ms. ______ [Name and Designation of the authorized person] of the Company be and is hereby authorized to record the name of the Shareholders in the Register of Members of the Company and also to file Form PAS-3 with the Registrar of Companies <and Form FC-GPR with the Reserve Bank of India through designated AD Bank> [in case of allotment to a foreign resident] for the purpose of giving effect to this resolution for and on behalf of the Company.