Board Resolution – Incorporation of Wholly Owned Subsidiary

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON TUESDAY, 28TH DAY OF [DATE] HELD THROUGH VIDEO CONFERENCING AND DEEMED TO BE HELD AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT PLOT NO. [ADDRESS], [PLACE] – [PIN] AT [TIME]

“RESOLVED THAT, pursuant to the provisions of the Companies Act, 2013 and other applicable laws, rules and regulations, the Board of Directors hereby considers and approves the proposal for incorporation of a new Venture namely “[COMPANY NAME]” (or such other name as may be approved by the Registrar of Companies) for the purpose of demerger of the Domestic Marketing Business of the Company into the said new company.

RESOLVED FURTHER THAT, the Board hereby declares and acknowledges that upon its incorporation, the said new company shall be a Wholly Owned Subsidiary (WOS) of the Company, with 100% of its shareholding held by the Company, as per the following proposed shareholding structure:

RESOLVED FURTHER THAT, the Board authorizes that any of Directors of the Company to take all necessary steps for incorporation of the new company including finalizing and filing all requisite incorporation documents, forms, and returns with the Registrar of Companies, obtaining approvals, and fulfilling any other legal or regulatory requirements as may be necessary.

RESOLVED FURTHER THAT, the Board authorizes that any of Directors of the Company to finalize the Memorandum of Association, Articles of Association, and other related incorporation documents in consultation with legal advisors, and to represent the Company before any statutory, regulatory or governmental authorities in this regard.”

FOR [COMPANY NAME]

_______________________________

[DIRECTOR NAME],

WHOLETIME DIRECTOR

DIN: [●]

Place: [PLACE].