XYZ Ltd. intends to allot equity shares on a private placement basis. These equity shares will rank pari-passu with the existing equity shares in all respects. You are requested to provide a specimen draft of the board r
CS Executive · Company Law and Practice · PYQS · December 2024
XYZ Ltd. intends to allot equity shares on a private placement basis. These equity shares will rank pari-passu with the existing equity shares in all respects. You are requested to provide a specimen draft of the board resolution approving the private placement of shares, in compliance with the provisions of the Companies Act, 2013.
Answer & Explanation:
Specimen of the Board Resolution Approving Private Placement of Shares "RESOLVED THAT pursuant to the provisions of Section 42, 62(1) (c) and other provisions, applicable, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, the consent of the Board of Directors of the Company be and is hereby accorded for an allotment of __________ (__________) Equity Shares of ₹ (Rupees __________) each of the Company at par, distinctively numbered from __________ to __________ (both inclusive), to __________ from whom the Company has received share application money aggregating to ₹__________. (Rupees __________). 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 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 by affixing Digital Signature thereto. RESOLVED FURTHER THAT the Share Certificate for the shares allotted as aforesaid be issued to abovementioned allottee under the signatures of any two Directors and Mr. __________ as Authorised signatory of the Company and the Common Seal (if any) 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. RESOLVED FURTHER THAT any of the Director of the Company be and is hereby authorized to intimate the above allotment to Depositories and/or R&T 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."
Topics: Private Placement and Allotment
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