Draft Board Resolution for Adoption of New set of MOA and AOA

CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE BOARD MEETING OF THE BOARD OF DIRECTORS OF _____LIMITED (CIN: ____) HELD ON ____AT 11:30 AM AT THE CORPORATE OFFICE OF THE COMPANY SITUATED AT _____

Adoption of Memorandum of Association as per the provisions of the Companies Act, 2013

The chairman informed the board that, Company has to adopt the new set of Memorandum of Association in substitution for and exclusion of all existing Clauses in due compliance with the provisions, rules & regulations of the Companies Act, 2013. The draft of new Memorandum of Association was put before the board for discussion and which was noted and adopted by the board.

After some discussion, following resolution was passed;

“RESOLVED THAT pursuant to the provisions of Sections 4, 13 and any other applicable provisions of the Companies Act, 2013 (“the Act”), read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and in accordance with the Table A of the Schedule I of the Act, 2013 and subject to approval of members, consent of the board of directors be and is hereby accorded to substitute the existing Memorandum of Association of the company with a new set of Memorandum of Association (MOA) as per the provisions of the Companies Act, 2013.

“RESOLVED FURTHER THAT Mr.___________ Director (DIN: ______) and Mr.______________, Director (DIN ___________) of the company be and is hereby jointly or severally authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite e-forms with Registrar of Companies or submission of documents with any other authority, for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto.”

//Certified true Copy//

For and on behalf of Board of Directors,

____Limited

_____(Name of Director)

Director

DIN: ______

CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE BOARD MEETING OF THE BOARD OF DIRECTORS OF ___ LIMITED (CIN:_______) HELD ON _______AT 11:30 AM AT THE CORPORATE OFFICE OF THE COMPANY SITUATED AT _______

To Adopt of new set of Articles of Association as per provisions of the Companies act, 2013:

The chairman further informed the board that, Company has to adopt the new set of Articles of Association in substitution for and exclusion of all existing Articles in due compliance with the provisions, rules & regulations of New Companies Act, 2013. The draft of new Articles of Association was put before the board for discussion and which was noted and adopted by the board.

After some discussion, following resolution was passed;

“RESOLVED THAT pursuant to Section 14 and other applicable provisions of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 and all other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to approval of members, consent of the Board of Directors be and is hereby accorded to substitute the existing Article of Association of the company with a new set of Articles of Association in accordance with the Table F of the Schedule I of the Act, 2013 (with suitable modification) as per provisions of the Companies Act, 2013.”

“RESOLVED FURTHER THAT Mr. ____________, Director (DIN: ________) and Mr._______________, Director (DIN _____________) be and is hereby jointly or severally authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite e-forms with Registrar of Companies or submission of documents with any other authority, for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto.”

//Certified true Copy//

For and on behalf of Board of Directors,

_____ Limited

______(Name of Director)

Director

DIN: ______