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

Resolved That pursuant to 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 members 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 accordingly the draft letter of offer in Form PAS -4 be and is 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 such forms and returns with the Registrar of Companies and to do all necessary acts, deeds, matters and things as may be required to give effect to the above resolution.


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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