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On the letter head of Aranca Mumbai Private Limited

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE


BOARD OF DIRECTORS OF ARANCA MUMBAI PRIVATE LIMITED (“COMPANY”),
HELD ON [insert date] AT [insert time], [●]AT [insert place]

1. TO APPROVE THE SHARE PURCHASE AGREEMENT

“RESOLVED THAT approval of the Board is hereby given to (i) enter into a share purchase agreement
(“SPA”) with respect to sale of aggregate of 59,950 equity shares held by Madhusudan Rajagopalan
(“Seller”) in the Company to Christopher Kingsman (“Buyer”); (ii) consummate the transaction
contemplated under the said SPA; and (iii) undertake all such actions, deeds and things and enter into
or execute all such documents, instruments and writings, as may be required to be executed and/ or
delivered by the Company under or pursuant to, or in connection with the SPA, and transaction
contemplated thereunder and/ or expedient in their sole discretion in connection with the foregoing and/
or to give effect to these resolutions; (iv) approve the draft of Share Purchase agreement, as is tabled in
Annexure 1.

“RESOLVED FURTHER THAT the Board hereby ratifies any actions already undertaken by the
Company in respect to execution of the SPA, or consummation of the transactions contemplated under
any of the transaction documents”.

2. TO APPROVE THE SHARE PURCHASE AGREEMENT

“RESOLVED THAT approval of the Board is hereby given to (i) enter into Deed of Settlement
between the Parties for Full and Final Payment (“Deed”) with respect to sale of 400 equity shares
(“Retained Shares”) held by Seller in the Company to the Buyer and full settlement of any and all
economic rights that Seller has/ will have in future in the Company and/ or against GIM ; (ii)
consummate the transaction contemplated under the said Deed; and (iii) undertake all such actions,
deeds and things and enter into or execute all such documents, instruments and writings, as may be
required to be executed and/ or delivered by the Company under or pursuant to, or in connection with
the Deed, and transaction contemplated thereunder and/ or expedient in their sole discretion in
connection with the foregoing and/ or to give effect to these resolutions.(iv) approval of the draft of
deed of full and final payment, as is tabled in Annexure -2.”

“RESOLVED FURTHER THAT the Board hereby ratifies any actions already undertaken by the
Company in respect to execution of the Deed, or consummation of the transactions contemplated under
any of the transaction documents”.

3. TO AUTHORIZE ANY OF THE DIRECTORS TO UNDERTAKE SUCH ACTIONS AS MAY


BE REQUIRED FOR THE EXECUTION OF SHARE PURCHASE AGREEMENT AND
DEED OF SETTLEMENT BETWEEN THE PARTIES FOR FULL AND FINAL PAYMENT
INCLUDING EXECUTION OF THESE DOCUMENTS AND DOCUMENTS INCIDENTAL
THERETO

“RESOLVED THAT any of the Directors of the Company be and is hereby authorized severally to
negotiate, finalize, sign and execute necessary documents, agreements, consent letters, declarations,
power of attorneys and such other documents as may be required to give effect the SPA and the Deed.”

“RESOLVED FURTHER THAT any of the Directors of the Company be and is hereby authorised
severally to file necessary forms including with the concerned government authorities including the
Registrar of Companies as may be required in connection with, relating to, or ancillary to the execution
and performance of the SPA and the Deed, do all the necessary acts, matters, deeds and things as may
be required to give effect to the above resolutions including providing certified true copies of this
resolution.”

4. ANY OTHER BUSINESS, WITH THE PERMISSION OF THE CHAIRMAN


On the letter head of Aranca Mumbai Private Limited

[●]

For and on behalf of Aranca (Mumbai) Private Limited

__________________
Name:
Designation: Authorised Signatory
Address:
On the letter head of Aranca Mumbai Private Limited

ANNEXURE -1
[Draft of Share purchase agreement to be attached]
On the letter head of Aranca Mumbai Private Limited

ANNEXURE -2
[Draft of Deed of Settlement between the Parties for full and final Settlement to be attached]

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