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1. Specimen Special Resolution under Section 180 (1) (a)

"RESOLVED AS A SPECIAL RESOLUTION THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, read with the Rules framed thereunder (including any statutory modification or re-enactment thereof), the consent of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as the "Board") to mortgage and/or charge the Company’s immovable and movable properties, both present and future, wheresoever situated, in favor of ABC BANK of India, New Delhi (the "Bank").

RESOLVED FURTHER THAT the said security shall be created by way of an equitable and/or legal mortgage (Second Charge), ranking subservient to the existing first charges created in favor of other lenders, if any, to secure the various fund-based and non-fund based credit facilities granted/to be granted by the Bank to the Company, totaling Rs. [Amount], together with interest at the agreed rates, costs, charges, expenses, and all other moneys payable by the Company under the Loan Agreements and Security Documents.

RESOLVED FURTHER THAT the Board be and is hereby authorized to finalize, settle, and execute with the Bank the mortgage deeds, deeds of hypothecation, and such other agreements as may be necessary, and to do all such acts, deeds, and things as may be deemed necessary or expedient to give effect to this resolution.

RESOLVED FURTHER THAT any Director of the Company or the Company Secretary be and is hereby authorized to file the necessary Form MGT-14 and Form CHG-1 with the Registrar of Companies (ROC) and to do all such acts as may be required to perfect the security created in favor of the Bank."

Explanatory Statement Item No. 1 & 2

(Pursuant to Section 102 of the Companies Act, 2013)

The Company has been sanctioned Term Loans from XYZ (Rs. 1,000.00 Lacs) and ABC Ltd. (Rs. 880.00 Lacs) for the purpose of [Mention Purpose, e.g., Project Expansion]. Additionally, ABC BANK of India (PQR), New Delhi, has agreed in-principle to grant fund-based and non-fund based working capital facilities.

As per the terms of the respective sanction letters:

1. XYZ and ABC require a First Pari Passu Charge on all movable and immovable assets.
2. PQR requires a Second Charge on the same assets, ranking behind the first-charge holders.

Since mortgaging the assets in this manner may be construed as a "disposal of the whole or substantially the whole of the undertaking" under Section 180(1)(a) of the Companies Act, 2013, it requires the approval of the shareholders by way of a Special Resolution.

The Board recommends this resolution for your approval. None of the Directors, Key Managerial Personnel (KMP) of the Company, or their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution, except to the extent of their shareholding in the Company.