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CERTIFIED TRUE COPY OF A RESOLUTION PASSED BY THE __________

__________
CIN: __________
Registered office: __________

(the "Company", a __________ registered in India)

Part A — Particulars of the meeting

1. A meeting of the __________ of the Company was held on __________ at __________ at __________.

1. The meeting was held with __________.

1. __________ took the chair.

1. The directors present were: __________

1. __________ directors were present out of a total Board strength of __________. Notice of the meeting was given to every director in the manner required by section 173(3) of the Companies Act, 2013, and the quorum required by section 174 of that Act was present when the meeting began and when the item recorded below was taken up.

1. The Board recorded that the transaction described below does not involve the sale, lease or other disposal of the whole or substantially the whole of the undertaking of the Company, and does not require the approval of the members under section 180 of the Companies Act, 2013.

Part B — The resolution

The following resolution was passed __________:

"RESOLVED THAT, in exercise of the powers conferred on the Board by section 179 of the Companies Act, 2013 and by the Articles of Association of the Company, __________, __________ of the Company (__________), residing at __________ (the "Authorised Signatory"), be and is hereby authorised, for and on behalf of the Company, to do the following acts in connection with the __________ with __________ (the "Counterparty"), the property concerned being described in the Schedule below (the "Property", and the transaction the "Transaction"):

  (a) to negotiate, settle and approve the terms of the Transaction, and to sign, execute and deliver the agreement, deed or other instrument recording it, together with every annexure, plan, declaration, undertaking, indemnity, affidavit and deed of rectification relating to it;

  (b) to sign and file every application, form, declaration and return required for the Transaction, including those required for stamp duty and e-stamping, tax deducted at source, and any no-objection or clearance certificate;

  (c) where the instrument is required to be registered, or where the parties agree to register it, to present it for registration before the Sub-Registrar of Assurances having jurisdiction, to admit execution on behalf of the Company, to appear and answer queries, to produce the Company's records and identification, to give the photograph and fingerprints required by section 32A of the Registration Act, 1908, to sign the register, the endorsements and the receipts, and to collect the registered instrument;

  (d) to give or take possession of the Property, and to sign the receipt or memorandum recording it; and

  (e) to pay and to receive money due under the Transaction, and to sign receipts and discharges for it.

RESOLVED FURTHER THAT the authority given by this resolution is subject to the following limits, and that any act beyond them is unauthorised:

  (i) __________ __________, exclusive of stamp duty, registration fees, taxes and incidental charges;

  (ii) the authority extends only to the Transaction with the Counterparty in respect of the Property, and to nothing else;

  (iii) the authority expires on __________ unless extended by a further resolution of the Board, and expires earlier if the Board revokes it; and if the Authorised Signatory, or an alternate signatory named above, ceases to hold the office stated in this resolution, the authority expires as to that person alone, and the authority of the other of them, where there is one, is unaffected;

  (iv) neither the Authorised Signatory nor any alternate signatory shall delegate this authority or appoint any substitute or sub-attorney; and

  (v) the person who acts shall place before the Board at its next meeting the executed and, where applicable, registered instrument, together with an account of the money paid or received.

RESOLVED FURTHER THAT any director or the Company Secretary of the Company be authorised to issue certified true copies of this resolution to the Counterparty, the Sub-Registrar of Assurances, the Company's bankers and any other person requiring it, and to sign and file with the Registrar of Companies any form or return required in respect of this resolution within the time allowed by law."

Part C — What this resolution does, and what it does not do

1. This resolution is a record of the Company's internal authority. It authorises a person to act. It is not itself a power of attorney, and it does not transfer, create, declare or extinguish any right in the Property.

1. Title to immovable property passes only under a duly stamped and registered instrument of transfer. An authority of this kind, an agreement to sell, a power of attorney or a will — singly or in combination — does not convey title: Suraj Lamp & Industries (P) Ltd. v. State of Haryana, (2012) 1 SCC 656.

1. A Sub-Registrar may require both this resolution and a power of attorney granted under section 22(2) of the Companies Act, 2013, and may require that power of attorney to be authenticated in the manner set out in section 33 of the Registration Act, 1908 before acting on it under section 32(c). A bank will ordinarily insist on its own account mandate, and a registry on its own presentation formalities. This resolution supports those documents; it does not replace them.

1. The minutes of the meeting, including this resolution, are entered in the minutes book of the Board maintained under section 118 of the Companies Act, 2013, and this copy is an extract from them.

1. Revocation by the Board takes effect at once as between the Company and the person authorised. As against others it does not: under section 208 of the Indian Contract Act, 1872 the termination of an agent's authority does not take effect as to a person dealing with the agent until it becomes known to that person. The Company will therefore give written intimation of any revocation, or of any earlier expiry under limit (iii) above, to the Counterparty, to its bankers and, where an instrument has been presented, to the Sub-Registrar of Assurances. A person holding a copy of this resolution should confirm with the Company that the authority remains in force before acting on it.

Certification

Certified to be a true copy of the resolution passed at the meeting described above. The resolution remains in force as at the date below and has not been amended, revoked or superseded.

__________

For __________

_______________________________
__________
__________
__________

Date: __________

Schedule — the Property

__________

The Property is situated in the State or Union Territory of __________.

Annexure A — Specimen signature of the Authorised Signatory

Specimen signature (to be signed in ink, in the presence of the certifying officer):

_______________________________

Attested by __________, __________:

_______________________________