.

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF ABC PRIVATE LIMITED HELD ON __________ AT ______ A.M./P.M. AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT ______________________________

Calling of Extra-Ordinary General Meeting at Shorter Notice

The Chairman informed the Board that it is proposed to convene an Extra-Ordinary General Meeting (“EGM”) of the members of the Company at a shorter notice in accordance with the provisions of Section 101 of the Companies Act, 2013, for transacting the business as set out in the draft notice placed before the meeting.

The Board considered the matter and after due deliberations passed the following resolutions unanimously:

“RESOLVED THAT pursuant to the provisions of Section 101 and other applicable provisions, if any, of the Companies Act, 2013, read with the Articles of Association of the Company and subject to receipt of consent for shorter notice from the requisite majority of members entitled to vote thereat, consent of the Board be and is hereby accorded to convene an Extra-Ordinary General Meeting of the members of the Company on __________ (day), __________ (date) at ______ A.M./P.M. at __________________________ or through Video Conferencing / Other Audio-Visual Means, to transact the business as set out in the draft notice placed before the meeting.

RESOLVED FURTHER THAT the draft notice convening the said Extra-Ordinary General Meeting as placed before the Board and initialled by the Chairman for the purpose of identification be and is hereby approved.

RESOLVED FURTHER THAT Mr./Ms. XYZ and/or Mr./Ms. ABC, Directors / Company Secretary of the Company, be and are hereby authorised to sign and issue the notice of the said meeting to the members of the Company and to do all such acts, deeds and things as may be necessary or expedient in connection therewith.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorised to issue certified true copies of the foregoing resolution as may be required.”