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Board Resolution for Approving scheme of arrangement

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(To be obtained on pre-printed corporate letterhead)

 

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF ——————PRIVATE LIMITED HELD ON ————- AT THE REGISTERED OFFICE OF THE COMPANY AT ——– A. M. /P.M

“RESOLVED that in the light of the discussion which Mr………..Managing Director of the company had with his counterpart in …….. co. Ltd., (hereinafter called ‘transferor company’), the approval of the Board be and is hereby accorded pursuant to the provisions of Section 391 and other applicable provisions of the Companies Act, 1956 to the scheme of arrangement between the transferor company and the company.”“RESOLVED FURTHER that the draft scheme of arrangement submitted to this meeting and initiated by the Chairman for identification, be and is hereby approved and that Mr. …………Managing Director, be requested to forward a copy thereof to the transferor company for taking the approval of its Board of Directors thereon.”“RESOLVED FURTHER that Mr. ………, Managing Director and Mr. …….., Secretary, be and are hereby authorised severally to move the necessary application in the High Court at ………. after the Board of the transferor company has accorded approval to the draft scheme and to take such further actions as are required in the matter.“RESOLVED FURTHER that Mr. ………, Advocate, be and is hereby authorised to appear before the Court on behalf of the company in respect of company’s application referred to above.”