SERENE SENIOR CARE PRIVATE LIMITED

Regd Off: Serene Adinath 283/1 Ramakrishnan Street

Chettiyar Thottam, Vandaloor Chennai - 600048
___________________________________________________________

ATTENDANCE

FOR THE __TH MEETING OF THE

BOARD OF DIRECTORSOF THE COMPANY

HELD ON

___TH MONTH 2019

AT 10.00 AM

Sl.
NAME SIGNATURE
No

Mr. MATTHEW THOMAS

1.
POWELL

Mr. NANDAKUMAR
2.
JAIRAM

Mr. CARSTEN PACKARD

3.
BELANICH

Mr. VELAYUDHAM
4.
SIVAKUMAR

5. Mr. MOHIT NIRULA

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MINUTES OF THE ____TH MEETING OF THE BOARD OF
DIRECTORS OF SERENE SENIOR CARE PRIVATE LIMITED HELD
ON (DAY), ___TH DAY OF MARCH, 2019, AT 10.00 A.M AT
________________________.
____________________________________________________________________

DIRECTORS PRESENT

S. NAME OF THE DESIGNATION MODE OF

NO DIRECTOR PARTICIPATION
1. Mr. MATTHEW DIRECTOR
THOMAS
POWELL
2. Mr. CARSTEN ADDITIONAL
PACKARD DIRECTOR
BELANICH
3. Mr. ADDITIONAL
MOHIT NIRULA DIRECTOR
4. MR. ADDITIONAL
VELAYUDHAM DIRECTOR
SIVAKUMAR
5. MR. ADDITIONAL
NANDAKUMAR DIRECTOR
JAIRAM

            
1. CHAIRMAN OF THE MEETING

Mr. Mathew Thomas Powell, with the consent of the Board, took the
Chair and presided over the meeting. He welcomed all the Directors to
the meeting of the Board of Directors. Thereafter, he ascertained the
quorum, and declared that the meeting was duly convened and
properly constituted and agenda of the meeting was taken up. 

2.LEAVE OF ABSENCE

Leave of absence was granted to Mr. Nandakumar Jairam.

3. TO CONFIRM THE MINUTES OF THE PREVIOUS BOARD

MEETING 

The Chairman placed before the Board a Draft Minutes of the

previous meeting of the Board of Directors of the Company. The
Directors pursed the same and after discussion the following
resolution was unanimously passed:

“RESOLVED THAT the draft minutes of the previous

meeting of the Board of Directors of the Company as placed
before this Board and as initialed by the Chairman for the

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 purpose of identification be and is hereby confirmed as
correct record of the proceedings there at.”

4.TO APPROVE THE INCREASE IN AUTHORISED SHARE

CAPITAL:

The Chairman informed the Board that considering the necessity of

new long term capital for funding the business operations of the
Company, it is proposed to increase the existing authorised share
capital of the company from Rs. 51,00,00,000 to Rs. 60,00,00,000. He
further informed that in terms of the provisions of the Companies Act,
2013 for the said purpose, the approval of the shareholders is
necessary and hence an Extraordinary General Meeting needs to be
convened for this purpose. The Board discussed the same and passed
the following resolution:

“RESOLVED THAT pursuant to the provisions of Section 61(1)(a),

64(1)(a) of the Companies Act, 2013 and the relevant rules formed
there under and in accordance with the provisions of the Articles of
Association of the Company, the Authorised Share Capital of the
Company, subject to the approval of the Members at the General
Meeting and Consent of the Board be and is hereby accorded for
increase in authorized share capital of the company from existing Rs.
51,00,00,000 (Rupees Fifty one Crores Only) divided in to 3,350,000
(Thirty Three Lakhs Fifty thousand ) Equity Shares of Rs. 100 (Rupees
One Hundred Only) each and 17,50,000 (Seventeen Lakhs Fifty
thousand) Compulsorily Convertible Preference Shares of Rs. 100
(Rupees One Hundred Only) each to Rs. 60,00,00,000 (Rupees Sixty
Crores Only) divided in to 42,50,000 (Forty Two Lakhs Fifty thousand)
Equity Shares of Rs. 100 (Rupees One Hundred Only) each and
17,50,000 (Seventeen Lakhs Fifty thousand) Compulsorily Convertible
Preference Shares of Rs. 100 (Rupees One Hundred Only) each by
creation of further 9,00,000 (Nine Lakhs) Equity Shares of Rs. 100
(Rupees One hundred Only) each and such new Equity Shares shall
rank pari passu in all respects with the existing Equity Shares of the
Company.”

“RESOLVED FURTHER THAT any one director of the Company be

and is hereby authorised to take necessary steps to give effect to the
increase in the Authorized Share Capital as above and for alteration of
the capital clause of the Memorandum of Association of the
Company.”

“RESOLVED FURTHER THAT any one of the Director of the

Company be and are hereby severally authorized to sign all / any e-
forms, other forms, returns, documents as may be required to be filed
whether physically or electronically with the Ministry of Corporate
Affairs, Registrar of Companies, Chennai, consequent upon proposed
increase in the Authorised Share Capital of the Company and
consequent change in the Capital clause of the Memorandum of
Association of the Company.”

5. ALTERATION OF THE CAPITAL CLAUSE OF THE

MEMORANDUM OF ASSOCIATION OF THE COMPANY:

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The Chairman informed the Board that consequent upon the
proposed increase in the Authorised Share Capital, the Capital Clause
of the Memorandum of Association i.e. Clause V is required to be
altered accordingly. The Board passed the following resolution and
decided to include it in the agenda and notice convening the ensuing
Extraordinary General Meeting for the approval of the Members and
passed the following resolution unanimously:

“RESOLVED THAT pursuant to the provision of Section 13 of the

Companies Act, 2013 and other applicable provisions if any, of the
Companies Act, 2013 including any Statutory Modification(s) or re-
enactment thereof, for the time being in force the approval of the
Board Members be and is hereby accorded to alter the Capital Clause
in the Memorandum of Association in the following manner:

V. ******The Authorised Share Capital of the Company is Rs.

60,00,00,000 ( Rupees Sixty Crores Only) divided into:

(a) 42,50,000 (Forty Two lakhs Fifty Thousand) Equity Shares of Rs.
100/- (Rupees One Hundred Only) each and

(b) 17,50,000 (Seventeen Lakhs Fifty thousand) Compulsorily

Convertible Preference Shares of Rs. 100 (Rupees One Hundred Only)
each.

with the rights, privileges and conditions attached thereto as per the
relevant provisions contained in that behalf in the Articles of
Association of the company and with the power to increase or reduce
the capital of the company and divide the shares in the capital for the
time being into several classes (being those specified in the Companies
Act, 1956) and attach thereto respectively such preferential, qualified or
special rights, privileges or conditions in such manners as may be
permitted by the said Act or provided by the Articles of Association of
the company for the time being in force.”

“RESOLVED FURTHER THAT any one of the Directors of the

Company be and is hereby authorised to do all such acts, deeds and
to sign such papers & documents as may be deemed necessary for
giving effect to the above resolution.”

6. CALLING OF THE EXTRA ORDINARY GENERAL MEETING AT A

SHORTER NOTICE:

The Chairman explained that in connection with the above said

resolutions, it is necessary to convene an Extra Ordinary General
Meeting of the Company. A draft of the Notice calling an Extra-
ordinary General Meeting was also placed before the Board for its
perusal The Board considered the same and following resolution was
passed:

“RESOLVED THAT the Extra Ordinary General Meeting of the

Members of the Company be held on (DAY), ___th day of MARCH,
2019, at 10.00 A.M at ________________________.”

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"RESOLVED FURTHER THAT draft notice of Extra Ordinary General
meeting as placed before the Board together with explanatory
statement thereto be and is hereby approved and [Name of the
person(s) authorized] be and are hereby severally authorized to sign
and issue the same to all the shareholders of the Company."

7. VOTE OF THANKS  

There being no other business to transact, the meeting concluded

(12.00 P.M.) with a vote of thanks to the chair.      

 
Place:
Date: CHAIRMAN

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