Company & Board Details

Company Name *

CIN *

Registered Office Address *

Board Meeting Date *

Board Meeting Place *

Names of Directors Present (with DIN) *

Share Issuance Details

Number of Shares to be Issued *

Face Value Per Share (Rs.) *

Issue Price Per Share (Rs.) *

Total Amount to be Raised (Rs.) *

Premium Per Share (Rs.) *

Type of Shares *

Allottees Information

Number of Proposed Allottees (up to 5) *

1st Allottee Name *

1st Allottee Type *

1st Allottee PAN/CIN *

1st Allottee Address

1st Allottee - Number of Shares *

2nd Allottee Name *

2nd Allottee Type *

2nd Allottee PAN/CIN *

2nd Allottee Address

2nd Allottee - Number of Shares *

3rd Allottee Name (optional)

3rd Allottee Type

3rd Allottee PAN/CIN

3rd Allottee - Number of Shares

Legal & Compliance Framework

Compliance with Section 42, Companies Act 2013 *

Shareholder Approval under Section 62 Required *

Credible Plan for Funds to be generated (if listed)

Terms of Allotment (cumulative/non-cumulative, participating/non-participating) *

Lock-in Period for Allottees (if any)

Timing & Record Date

Record Date for Share Issuance *

Proposed Allotment Date *

Date of Commencement of Trading (if applicable)

Proposed Date for Dispatch of Share Certificates *

Pricing & Valuation

Current Market Price (if listed) or Last NAV (Rs.)

Price at Premium/Discount to Market/NAV (%) *

Basis of Valuation/Price Justification *

Independent Valuer Name & Registration

Capital Structure & Authorization

Current Authorized Capital (Rs.) *

Capital to be Authorized after Issue (Rs.) *

Current Paid-up Capital (Rs.) *

Paid-up Capital after Issue (Rs.) *

Board Authorization to increase Authorized Capital *

Corporate Actions & Impacts

Estimated EPS Impact/Dilution

Impact on Promoter Shareholding (%)

Voting Rights of New Shares *

Dividend Eligibility *

Documentation & Procedures

Placement Memorandum/Private Placement Letter Prepared *

Subscription Letters from Allottees Obtained *

Legal Opinion on Issue Obtained *

Tax Implications Considered

Listing Requirements Compliance (if listed)

Regulatory Approvals & Filings

ROC Form MGT-14 Approval Required *

Stock Exchange Notification (if listed)

SEBI Form BSE/NSE Filing (if applicable)

Company Secretary Certification for Compliance *

Signatories

Chairman Name (for signature) *

Chairman DIN

Managing Director/CEO Name (for signature) *

MD/CEO DIN

Company Secretary Name (for signature) *

Resolution Date *

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BOARD RESOLUTION

FOR PRIVATE PLACEMENT OF EQUITY SHARES

Under Section 42 of the Companies Act, 2013

Company
CIN
Registered Office

PREAMBLE

WHEREAS, the Board of Directors of , a company incorporated under the Companies Act, 2013, met on at ; AND

WHEREAS, the Board deems it necessary and expedient to issue equity shares of face value Rs. each at an issue price of Rs. per share (premium of Rs. per share) through private placement to raise Rs. ; AND

WHEREAS, such issuance is proposed to be made in accordance with Section 42 of the Companies Act, 2013 and Rules made thereunder;

NOW THEREFORE IT IS HEREBY RESOLVED AS FOLLOWS:

AUTHORIZATION FOR PRIVATE PLACEMENT ISSUE

The Board hereby authorizes the private placement issue of equity shares of face value Rs. each at an issue price of Rs. per share (including premium of Rs. ), for a total consideration of Rs. .

The pricing has been determined on the basis of: . Valuation done by .

PROPOSED ALLOTTEES

The Board hereby approves the allotment of shares to the following persons/entities:

1. (, PAN: ) - shares @ Rs. per share = Rs. NaN
2. (, PAN: ) - shares @ Rs. per share = Rs. NaN
3. (, PAN: ) - shares @ Rs. per share = Rs. NaN

TERMS & CONDITIONS OF ALLOTMENT

The terms and conditions of allotment shall be as follows:

Type of Shares: -
All shares shall be issued as fully paid shares
Dividend Eligibility:
Voting Rights:
Lock-in Period:

RECORD DATE & ALLOTMENT DATE

Record Date for the private placement shall be . The proposed allotment date is . Share certificates shall be dispatched by .

CAPITAL STRUCTURE

The private placement will result in the following changes to the Company's capital structure:

Current Authorized Capital: Rs.
Authorized Capital after Issue: Rs.
Current Paid-up Capital: Rs.
Paid-up Capital after Issue: Rs.
EPS Impact

REGULATORY COMPLIANCE

The Board confirms that this private placement shall be made in full compliance with:

Section 42 of the Companies Act, 2013 and Rules made thereunder
SEBI Regulations (if the Company is listed)
Stock Exchange Norms and Guidelines (if listed)
Section 61 (requiring Ordinary Resolution) of the Companies Act, 2013

DOCUMENTATION & PROCEDURES

The Board authorizes the Company to:

Prepare and execute Placement Memorandum/Term Sheet with allottees
Obtain Subscription Letters from the proposed allottees
Obtain all necessary legal opinions and compliance certificates
File necessary forms with ROC
Make regulatory filings with Stock Exchange

USE OF FUNDS

The funds raised through private placement shall be utilized for:

DELEGATION OF AUTHORITY

The Board hereby delegates to the Managing Director/CEO and Company Secretary, the authority to:

Finalize terms and conditions with allottees
Execute subscription and allotment documents
File statutory forms and applications
Coordinate with stock exchange and regulatory authorities
Issue share certificates and allotment letters
Make necessary disclosures and announcements

SHAREHOLDERS APPROVAL

The Board shall seek Ordinary Resolution from shareholders in the forthcoming Annual General Meeting / Extra Ordinary General Meeting in accordance with applicable laws, for approval of this private placement.

DIRECTORS PRESENT

The following Directors were present and consented to this Resolution:

CERTIFIED AS A TRUE COPY OF THE BOARD RESOLUTION

Chairman
Managing Director/CEO
Company Secretary

Dated:

Board Resolution - Private Placement of Shares