.

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

ISSUE AND ALLOTMENT OF EQUITY SHARES / PREFERENCE SHARES

“RESOLVED THAT pursuant to the provisions of Sections 42, 55, 62 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014 (including any statutory modification(s), amendment(s) or re-enactment thereof for the time being in force), and in accordance with the provisions of the Articles of Association of the Company and the terms of any Share Subscription Agreement, Shareholders’ Agreement or other investment documents entered into by the Company (if applicable), consent of the Board be and is hereby accorded to issue and allot Equity Shares and / or Compulsorily Convertible Preference Shares or such other securities of the Company, at such face value and premium and on such terms and conditions as approved by the Board and agreed with the investors, the particulars whereof are placed before the meeting and initialled by the Chairman for the purpose of identification.

RESOLVED FURTHER THAT the said securities shall rank pari-passu in all respects with the existing securities of the same class except as otherwise provided in the terms of issue and shall carry such rights, preferences, privileges, conversion terms, dividend entitlement and other conditions as may be set out in the investment agreements and the Articles of Association of the Company.

RESOLVED FURTHER THAT the monies received towards subscription of the said securities be noted and the allotment be made in accordance with applicable provisions of law and the terms of issue.

RESOLVED FURTHER THAT any Director and / or the Company Secretary and / or Authorised Signatory of the Company be and is hereby severally authorised to:

• issue allotment letters and Share Certificates / other security certificates;
• make necessary entries in the Register of Members, Register of Share Applications and Allotments and other statutory records;
• file the Return of Allotment in Form PAS-3 and such other e-forms as may be required with the Registrar of Companies;
• comply with the provisions of the Foreign Exchange Management Act, 1999 and applicable regulations (where investment involves non-resident investors), including filing of reporting forms such as FC-GPR / FCGPR (as applicable) with the Authorised Dealer Bank / Reserve Bank of India;
• pay applicable stamp duty and filing fees; and
• do all such acts, deeds, matters and things as may be necessary, proper or expedient to give effect to this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to finalise and execute any amendments, confirmations, certificates or ancillary documents in connection with the allotment of securities and to settle any questions, difficulties or doubts that may arise in this regard.”

CERTIFIED TRUE COPY
For ________________________ PRIVATE LIMITED

Director / Company Secretary
DIN / Membership No.: __________

Date: __________
Place: __________