Private Placement of Equity Shares_Listed Company - SR

Special Resolution for approval of private placement of equity shares pursuant to Section 42 and 62(1)(c) of Companies Act, 2013

RESOLVED THAT pursuant to: (i) the provisions of Sections 42 and 62(1)(c), and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014 (collectively, the “CA 2013”); (ii) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009, as amended (“ICDR Regulations”); (iii) any other rules / regulations/ guidelines, if any, prescribed by the Securities and Exchange Board of India, Reserve Bank of India, stock exchanges and/or any other statutory / regulatory authority; (iv) the Listing Agreement entered into by the Company with the stock exchanges, and subject to the approval(s), consent(s), permission(s) and/or sanction(s), if any, of the appropriate authorities, institutions or bodies as may be required, and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s), and/or sanction(s), and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), the consent of the members of the Company be and is hereby accorded to create, issue, offer and allot _______________ (_____________) equity shares of the Company of the face value of Rs. ___ (Rupees ____) each (“Equity Shares”) at a minimum price of Rs. _____ (Rupees __________) (including a premium of Rs. _____ (Rupees __________)) per Equity Share aggregating to Rs. _____________ (Rupees ___________________) in accordance with ICDR Regulations, to the following subscribers, on a preferential basis through private placement.

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