Extract of Board Minutes of Company for Private Placement

Minutes are the official record of the proceedings of a meeting of the Board of Directors or the Annual General Meeting or any other meeting and the proceedings at that meeting. All companies incorporated in India are required to keep minutes of all board and committee meetings in a minute book. In this article, we look at the procedure for recording minutes of meetings and the format of minutes of meetings under the Companies Act 2013.

What is Minutes of Meeting? 

Minutes of the meeting are the official record of the meeting. Minutes help to understand the proceedings and decisions taken at the meeting. There is no restrictive format or language for recording meeting minutes.

Records kept in accordance with the provisions of the Companies Act may serve as evidence in court. For example, the only way to prove that a board resolution was passed at a company board meeting is to produce the minutes book in which the relevant resolution was recorded before the court.

Minutes Book

Minutes of meetings should be kept in a book of minutes kept for this purpose at the company’s headquarters or at a place approved by the board of directors. The law prohibits the entering of entries into a record book, so entries cannot be typed and then entered into a bound record book or loose sheets. Also, the entry should not be printed on a piece of paper, whether on letterhead or any other paper, and placed in the entry book. This is to preserve the integrity and probative value of the record. If the minutes book is kept in loose leaf form, it should be regularly bound depending on the size and volume and should cover one or more financial years of the company.

Courts have in the past invalidated board meetings where the minutes were not recorded in a proper book under the Companies Act, 2013. Therefore, a minute book should be maintained and kept distinct for various proceedings such as board meetings and meetings of various board committees.

Minutes of the Meeting

MINUTES OF (SERIAL NUMBER) MEETING OF THE BOARD OF DIRECTORS …………………. LIMITED HELD ON……… …….. …… (DAY),…………………. (DATE, MONTH AND YEAR), IN …….. ………….. (TIME), AT …………………. (PLACE)

(Page number at bottom of each page)

Present Director

1…………………………. 2………………. ………….. …………………. 3 …………. ……….. 4 ………… …………..

Present:

1…………………………. 2………………. ………….. ……..

Invitees:

1…………………………. 2………………. ………….. ……..

Offer and issue of equity shares through private placement

RESOLVED THAT in accordance with the provisions of Section 42, 62(c) and other applicable provisions of the Companies Act, 2013 as amended with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules , 2014 (including any statutory amendment or re-enactment thereof for the time being in force) (the “Act”) and in accordance with the Articles of Association of the Company and subject to the approval of the shareholders of the Company, the consent of the Board of Directors of the Company shall be and is hereby granted to offer and issue up to __________ shares Rs. 10/- (ten) each for cash denominations up to Rs. _______________/- (in words) on a preferential basis through a private placement “issue”), in one or more tranches, to (proposed name of beneficiary). 

FURTHER RESOLVED THAT said Shares shall rank in all respects equal to the existing Shares.

FURTHER RESOLVED THAT any of the Directors of the Company is and is hereby authorized for and on behalf of the Company to act, negotiate, accept, adjust, etc., the terms and conditions in relation to the said issue and to sign, issue and circulate the Private Placement Offer Letter (“PPOL”) in Form PAS-4 prescribed under the Act and such other supplementary documents and submit the said PPOL and such other necessary electronic forms to the Ministry of Corporate Affairs / Registrar of Companies by affixing a digital signature thereto and do all such acts, deeds, matters and things as may in considered necessary in this respect. 

FURTHER RESOLVED THAT a certified copy of this resolution issued under the signature of any of the Directors of the Company shall be furnished to whomsoever concerned.”

Date and notice of extraordinary general meeting

The Board of Directors may authorize the convening and holding of the forthcoming Annual General Meeting on ……………… (day) …………… .. 2014 (date) in A.M/P.M at………………. (a place in a city or town). The Board of Directors may also approve a draft notice circulated to the Board of Directors containing the ordinary business to be transacted at the Annual General Meeting and special business together with an explanatory statement and authorize the Secretary to circulate the same to the members together with other documents and to take all necessary action in connection with the Annual General Meeting and the business thereof related.

Allotment of Equity shares of the company through private placement

“RESOLVED THAT according to the provisions of section 42, 62 (c) and any other applicable provisions of the Companies Act 2013 as amended by the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 including all statutory provisions, amendments etc. to these rules, the consent of the Board of Directors of the Company shall be and is hereby granted for allotment of (Number of shares) (Number in words) Equity shares of Rs. (Face Value) (Words in Rupees) each of the Companies in face value, prominently numbered from ____________ to ________________ (both inclusive) to (Name of Allottee) from whom the Company has received share money of Rs. (Amount received) (Rupees in words).

RESOLVED THAT the said Shares shall in all respects be on a par with the existing Shares. 

RESOLVED THAT the director (name of the director) of the Company shall and is hereby authorized to file from time to time a return for allotment of the above shares in electronic form No. PAS-3 or in any other applicable form with the Registrar of Companies / Ministry of Corporate Affairs by attaching a digital signature. 

RESOLVED THAT the Share Certificate for the shares so allotted shall be issued to the aforementioned trustee under the signatures of any two officers of the Company and the Common Seal of the Company shall be affixed to the certificate in accordance with the Articles of Association of the Company.

RESOLVED FURTHER THAT the necessary entries relating to the issue and allotment of the above shares shall be made in the Register of Members in PAS-5. 

RESOLVED THAT any of the Directors of the Company is and is hereby authorized to bring the aforesaid allotments to the Depositories and/or Agents by presenting the necessary documents and to do all such acts, deeds, matters and things as he may deem necessary, relevant, desirable, secondary in that regard.”

Conclusion

The private placement will be made only to a select group of persons who have been identified by the Board of Directors, the number of which will not exceed fifty or such higher number, i.e. a maximum of 200, excluding qualified institutional buyers and employees of the company to whom the securities are offered. under the employee share option scheme in the financial year.