CERTIFIED TRUE COPY OF BOARD RESOLUTION

“RESOLVED THAT the consent of the Board be and is hereby accorded to the Company do
Transfer ……. Equity Shares of the Company of face value 10/- each representing 85% of the
equity share capital ( Details as per given below ) from the existing shareholders of Company in
accordance with the terms and conditions contained in the draft of Share Purchase Agreement

“RESOLVED FURTHER THAT any Director of the Company or Mr……………….,

Managing Director (DIN: …………………) or Director (DIN: ………………) or
Mr……………………..Vice President & Company Secretary be and are hereby severally
authorised to negotiate/ finalise the terms and all requisite formalities in this regard including
signing of agreements / documents and to do all other acts to in connection with the aforesaid
transaction and implementation of this resolution”

RESOLVED FURTHER THAT any, Director of the Company be and is hereby authorized to
authenticate the aforesaid share transfer and to sign and make the necessary endorsement on the
reverse of the share certificate in favour of the transferee and to make necessary entries in the
Register of Transfer and Members and to do all acts incidental and ancillary thereto.

RESOLVED FURTHER THAT the relevant Share Certificate be issued to the transferee within
a period of one month from the date of receipt of instrument of transfer by the Company.

RESOLVED FURTHER THAT the Common Seal of the Company be affixed, if required, on any or
all the deeds, agreements and such other documents as may be necessary in this regard, in the
presence of any one of the Authorised Signatories in token thereof

AND RESOLVED FURTHER THAT a copy of this resolution certified by any Director, or by
Mr……………………………….Vice President & Company be submitted to appropriate authorities