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CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED AT THE EXTRA-ORDINARY GENERAL MEETING OF THE MEMBERS OF ABC PRIVATE LIMITED HELD ON __________ AT ______ A.M./P.M. AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT ____________________________________

SPECIAL RESOLUTION PASSED AT THE EXTRA-ORDINARY GENERAL MEETING OF THE MEMBERS  FOR ADOPTION / ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY

The Chairman informed the members that in order to align the Articles of Association of the Company with the provisions of the Companies Act, 2013 and the present operational requirements of the Company, it is proposed to adopt a new set of Articles of Association in substitution for and to the exclusion of the existing Articles of Association.

The draft Articles of Association were placed before the meeting and the same were duly initialled by the Chairman for the purpose of identification.

After due discussion, the members passed the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder and subject to such approvals, consents and permissions as may be necessary, the draft Articles of Association as placed before the meeting be and are hereby approved and adopted as the new Articles of Association of the Company, in substitution for and to the exclusion of all the existing Articles of Association of the Company.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorised to file e-Form MGT-14 with the Registrar of Companies along with the amended Articles of Association and to do all such acts, deeds, matters and things as may be necessary, expedient or desirable for giving effect to this resolution.

RESOLVED FURTHER THAT any Director or the Company Secretary 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: ____________