Chandni Textiles Engineering Industries Ltd. IN: L25209MH1986PLC040119. CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE SHARE HOLDERS AT THE ANNUAL GENERAL MEETING OF CHANDNI TEXTILES ENGINEERING INDUSTRIES LIMITED ON 30" SEPTEMBER, 2016 AT THE PARK CLUB LTD, NORTH KELUSKAR ROAD, SHIVAJI PARK, OPP. SCOUT HALL, DADAR (WEST), MUMBAI - 400028 “RESOLVED THAT pursuant to the provisions of Section 61 and other applicable provisions, if any of the Companies Act, 2013 (“the Act”) and to the provisions o Articles of Association of the Company and subject to the approvals, consents, permissions and sanctions as may be necessary from the appropriate authorities or bodies, 200000000 (Twenty Crore) equity shares of the Nominal Value of Re. 1/- each in Authorized Share Capital of the Company be consolidated into 20000000 (Two Crore) equity shares of € 10/- each AND THAT Clause V (being Capital Clause) of the Memorandum of Association of the Company relating to equity shares be altered accordingly. RESOLVED FURTHER THAT the issued, subscribed and fully paid up Equity Share Capital of the Company, comprising of 161372630 Equity Shares of Re. 1/- each be consolidated into 116137263 Equity Shares of the face value of % 10/- each aggregating € 16,13,72,680 (Rupees Sixteen Crore Thirteen Lakh Seventy Two Thousand Six Hundred Thirty Only) , as on the Record date that may be fixed by the Board. RESOLVED FURTHER THAT upon consolidation of 10 (ten) Equity Shares of Re. 1/- (Rupee One Only) each into One Equity Shares of € 10/- (Rupees Ten Only) each, the Board shall not issue any fractional shares/ certificates. However, the Total number of Equity shares constituting such fraction shall be transferred to a person or persons appointed by the Board as trustee or trustees for and on behalf of such fractional equity shareholders. The details of such fractional equity shareholders will be provicled to the Trustee so as to enable Trustee to distribute the net proceeds of sale of such fractional shares amongst the shareholders in ‘proportion to their entitlement over such fractional shares after payment of all expenses of the sale and other related expenses, RESOLVED FURTHER THAT the Board of Directors of the Company ("the Board”, which expression shall also include a Committee thereof) be and they are hereby authorized to issue new share certificates representing the consolidated equity shares with the new distinctive numbers, consequent to the consolidation of shares as aforesaid and/or credit the shareholders account maintained with the depositories, subject to the applicable rules in this respect and the Azticles of Association of the Company and execute all such documents, instruments and. writings as may be required in this connection and to delegate all or any of the powers herein vested in the Board, to any Committee thereof or to any Directors) or Company Secretary, to MUMBAI OFFICE : 110, T. V. Industrial Estate, 52, S. K. Ahire Marg, Worl, Mumbai - 400030. Maharashtra, INDIA TeleFax: ++91-22-24950328 Emall :jrgroup@jrmehta.com / sales@cleil.com