.

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY HELD ON __________ AT ______ A.M./P.M. AT THE REGISTERED OFFICE / CORPORATE OFFICE OF THE COMPANY

ALTERATION OF ARTICLES OF ASSOCIATION

“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s), amendment(s) or re-enactment thereof for the time being in force) and subject to the approval of the Members of the Company by way of Special Resolution and such other approvals, permissions and sanctions as may be necessary, consent of the Board be and is hereby accorded to alter, amend, substitute, delete or adopt new set of Articles of Association of the Company in the form of the draft placed before the meeting and initialled by the Chairman for the purpose of identification.

RESOLVED FURTHER THAT the Board hereby approves the convening of an Extraordinary General Meeting / inclusion of the said item in the Notice of the ensuing General Meeting of the Company for obtaining approval of the Members by way of Special Resolution for alteration / adoption of the Articles of Association.

RESOLVED FURTHER THAT the draft Notice of General Meeting along with the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 as placed before the meeting be and is hereby approved.

RESOLVED FURTHER THAT any Director and / or the Company Secretary of the Company be and is hereby authorised to issue the Notice of General Meeting to the Members, Directors and Auditors of the Company and to take all necessary steps for holding the said meeting in compliance with applicable provisions of law and Secretarial Standards.

RESOLVED FURTHER THAT upon approval of the Members, any Director and / or Company Secretary / Authorised Signatory of the Company be and is hereby severally authorised to file the necessary e-forms including Form MGT-14 along with the prescribed fees and to submit altered Articles of Association with the Registrar of Companies and to do all such acts, deeds, matters and things as may be necessary, proper or expedient to give effect to this resolution.

RESOLVED FURTHER THAT a copy of the altered Articles of Association be maintained at the Registered Office of the Company and necessary entries be made in statutory records as required under the Companies Act, 2013.”

CERTIFIED TRUE COPY
For ________________________ PRIVATE LIMITED

Director / Company Secretary
DIN / Membership No.: __________

Date: __________
Place: __________