[ON THE LETTER HEAD OF THE COMPANY]
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF [NAME OF COMPANY] AT THEIR MEETING HELD ON [DATE] AT [TIME] AT [ADDRESS].
ALTERATION IN ARTICLES OF ASSOCIATION
The Chairman informed the Board that in view of the growth prospects of the company, the Company is in need of the funds to be utilized for business activities carried out by the Company. For this purpose, the Company proposed to enter into a Shareholder Agreement (hereinafter referred to as “SHA”) with [Name of the Entity] (hereinafter referred to as “______”), wherein the Company agree to issue [Number of Equity Shares] Equity Shares of [Face Value] each aggregating to [Amount in Number and Words] of the Company with such terms and conditions as specified in SHA and subject however to the approval of Shareholders of the Company.
He added that pursuant to the SHA, the Company is required to amend its Articles of Association in order to reflect the provisions of the said agreements.
The Board considered the same and passed the following resolution.
“RESOLVED THAT RESOLVED THAT pursuant to provisions of section 14 of the Companies Act, 2013 (including any amendments thereto or re-enactment thereof) (the “Act”) read with rule 33 of the Companies (Incorporation) Rules, 2014 and subject to the approval of shareholders and subject to such other approvals, permission and consents as may be required, the articles of association of the Company be and are hereby altered as under:
[Insert the clause(s) to be altered]
“RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any addition/alteration in proposal(s) mentioned above, as may be required by the authorities concerned at the time of their approval and as agreed to by the Board.”
“RESOLVED FURTHER THAT the Board be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and sign and execute all deeds, applications, documents and writings that may be required, on behalf of the Company and also to delegate all or any of the above powers to one or more director(s) of the Company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.”
RESOLVED FURTHER THAT a certified true of the resolution signed by any director / Company Secretary of the Company be provided to anyone concerned or interested in the matter.”
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