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RESOLUTION BY CIRCULATION

(Circular No. _______/________)

Date: __________

To,
The Members of the Board of Directors
________________________ PRIVATE LIMITED

Subject: Approval for Issue of Duplicate Share Certificates

Dear Sir / Madam,

Notice is hereby given pursuant to the provisions of Section 175 of the Companies Act, 2013 read with the applicable Rules and Secretarial Standard-1 on Meetings of the Board of Directors, that the following Resolution is proposed to be passed by circulation.

Background

The Company has received request letter(s) from certain shareholder(s) for issuance of Duplicate Share Certificate(s) in lieu of the original share certificate(s) reported to have been lost / misplaced / destroyed.

The shareholder(s) have submitted necessary documents including indemnity bond, affidavit, copy of police complaint / FIR (where applicable), and identity proofs as required under applicable provisions of law and internal procedures of the Company.

The details of such share certificate(s) and shareholding particulars have been placed before the Board and initialled by the Chairman for the purpose of identification.

The approval of the Board is therefore sought by way of circulation.

You are requested to convey your assent or dissent by signing this circular resolution and returning the same through electronic mode or physical mode as may be convenient.

Proposed Resolution

“RESOLVED THAT pursuant to the provisions of Section 46 and Section 56 of the Companies Act, 2013 read with Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014, Secretarial Standard-1 and other applicable provisions (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the Articles of Association of the Company, consent of the Board be and is hereby accorded for issuance of Duplicate Share Certificate(s) to the concerned shareholder(s) in lieu of the original share certificate(s) reported lost / misplaced / destroyed, the particulars whereof are placed before the Board.

RESOLVED FURTHER THAT the Duplicate Share Certificate(s) be issued under the signatures of any Director and / or Company Secretary / Authorised Signatory of the Company in accordance with the provisions of law and the Articles of Association of the Company.

RESOLVED FURTHER THAT where the Company has adopted a Common Seal, the same be affixed on the Duplicate Share Certificate(s) in accordance with the Articles of Association of the Company.

RESOLVED FURTHER THAT any Director and / or Company Secretary and / or Authorised Signatory of the Company be and is hereby severally authorised to make necessary entries in the Register of Members and other statutory registers, cancel the original share certificate(s) (where traceable), complete necessary endorsements, and to do all such acts, deeds, matters and things as may be necessary, proper or expedient to give effect to this resolution.”

Approval

For and on behalf of
________________________ PRIVATE LIMITED

Director / Company Secretary / Authorised Signatory

Date: __________
Place: __________