Draft Resolution of the Board approving the Scheme of Amalgamation

Draft Resolution of the Board approving the Scheme of Amalgamation

“RESOLVED pursuant to the provisions of sections 391 to 394 and other applicable provisions, if any, of the Companies Act, 1956 and subject to the approval of the members/creditors and approval by the High Court of Delhi at New Delhi, the Scheme of Amalgamation in terms of the draft produced at the meeting duly initialed by the Chairman for the purpose of identification, be and is hereby approved for amalgamation of the company with XYZ Limited with effect from 1^st April, 2005 being the ‘Appointed Date’.”

“RESOLVED FURTHER that Mr. _____________ and Mr. ________________, Director of the company be and are herby severally authorized to sign any application, affidavit, petition or any other document as may be required to be signed in connection with the approval of the Scheme. They are further authorized to do all such things, deeds and acts as may be deemed necessary and expedient in connection with the approval of the Scheme, for and on behalf of the company.”

“RESOLVED FURTHER THAT Mr. _______________ and Mr. ______________, Directors of the company be and are hereby authroised to appoint and engage any advocate or firm of advocates and solicitors to represent the company for approval of the Scheme.”