Draft Board Resolution for Issue of Shares on Private Placement basis and approval of Letter of Offer in Form PAS-4 & Record of Private Placement in form PAS-5

Resolved That pursuant provisions of Section 42 of the Companies Act, 2013 read with 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, and subject to the approval of members in general meeting, consent of the board of directors of the Company be and is hereby accorded for offering, issuing and allotting _____ [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) and that the draft letter of offer in Form PAS -4 for issue of  such securities and record of Private Placement in Form PAS-5, as placed before the Board, be and are hereby approved.

Resolved Further That Mr./ Ms. _____ [Name and Designation of the authorized person] of the Company be and is hereby authorized to sign and circulate the letter of offer in Form PAS-4 along with the application form to _____ [Name of the offeree]/ to the said offerees, whose name(s) is/are recorded in Form PAS-5 i.e. Record of Private Placement Offer.

Resolved Further That Mr./ Ms. _____ [Name and Designation of the authorized person]  of the Company, be and is hereby authorized to file the said Form PAS-4 and Form PAS-5 in e-Form GNL-2, e- Form MGT-14 and such other Forms and returns as may be required, with the Registrar of Companies and to do all necessary acts, deeds, matters and things and to make the necessary entries in the applicable Registers including but not restricted to Register of Members for the aforesaid issue and allotment of Equity Shares.


For and on behalf of ___________ (Company Name) ___________


___________________ (Name of Company Secretary, if any / Director)

___________________ (Designation)

_____________________ (DIN / Membership No. as the case may be)

_____________________ (Address of the Director)

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