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Resolution

Mohan Sharma (DM-Accounts) (24 Points)

09 October 2012

Dear All,

I have required resolution format for sale/transfer of trademarks.

Regards

Mohan Sharma

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ACS Deepika Chowdhary (Company Secretary) (280 Points)
Replied 16 October 2012

Transfer of trademark would require Ordinary resolution from the shareholders in AGM/EGM as the case may be, below find draft resolution to be passed in general meeting:

“RESOLVED THAT pursuant to the provisions of Section 293(1)(a) and Section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2011 and other applicable provisions, if any, of the Companies Act, 1956 and the Memorandum & Articles of Association of the Company, and subject to such other permissions and approvals to the extent applicable or necessary, consent of the Company be and is hereby accorded to the Board of Directors of the Company to assign by way of transfer/sale the Trademark '_____' bearing No. _________ registered under Class _______ and its variants and copyrights for use ______________ (hereinafter referred to as the “Trademark”), which has been licensed for use to XYZ Ltd. and is an integral part of the _____________ of XYZ Ltd. being transferred by it on slump sale basis/_______ and as a going concern, to M/s ___________, for a consideration of Rs. _________ on the terms and conditions set out in the Memorandum of Understanding and Deed of Assignment and with effect from such date as the Board of Directors may think fit.

RESOLVED FURTHER THAT the Board of Directors of the Company (which may include a committee of directors constituted for this purpose) be and is hereby authorized to complete the transfer/sale of the said Trademark with powers to the Board of Directors to finalize and execute Memorandum of Understanding and Deed of Assignment and other necessary documents, including agreements and other documents and to do all such other acts, deeds, matters and things as may be deemed necessary and expedient in their discretion for completion of the transfer/sale of the said Trademark.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to delegate all or any of the powers herein conferred in such manner as they may deem fit.”

You can modify the above resolution as per your needs. Correct me if I am wrong.