.

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 ______________________________

Appointment of Additional Director

The Chairman informed the Board that pursuant to the provisions of the Articles of Association of the Company and the applicable provisions of the Companies Act, 2013, it is proposed to appoint additional directors on the Board of the Company.

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

RESOLVED THAT pursuant to the provisions of Section 161(1) and other applicable provisions, if any, of the Companies Act, 2013, read with the Articles of Association of the Company, Mr./Ms. XYZ (DIN: ________) and Mr./Ms. ABC (DIN: ________), who have submitted their consent to act as Directors in Form DIR-2 and declarations confirming that they are not disqualified to act as Directors under Section 164 of the Companies Act, 2013, be and are hereby appointed as Additional Directors of the Company with effect from ____________, to hold office upto the date of the ensuing Annual General Meeting or the last date on which the Annual General Meeting should have been held, whichever is earlier.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorised to file the necessary e-Form DIR-12 with the Registrar of Companies and to make necessary entries in the statutory registers of the Company and to do all such acts, deeds and things as may be necessary or expedient for giving effect to this resolution.

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.”

CERTIFIED TRUE COPY

For ABC Private Limited

Director / Company Secretary
DIN / Membership No.: ___________

Date: ____________
Place: ____________