XYZ PRIVATE LIMITED

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (XYZ PRIVATE LIMITED) HELD ON (DAY), (DATE) AT (TIME) AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS)

RESOLVED THAT pursuant to Section 2(24) & Section 203 read with rule made there under and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force Mr. X an Associate/Fellow Member of the Institute of Company Secretaries of India, who possess the requisite qualification as prescribed under the Companies (Appointment and Qualifications of Secretary) Rules, 1988, be and is hereby appointed as Company Secretary w.e.f. (DATE) at a monthly remuneration of Rs. (AMOUNT) to perform the duties of a Secretary as required under the Companies Act, 2013 and any other duties assigned by the Board of Directors from time to time.

FURTHER RESOLVED THAT the remuneration payable to MR. X may be revised from time to time by the Board of Directors or any Remuneration Committee that may be formed for this purpose.

FURTHER RESOLVED THAT MR. X be and is hereby authorized to file Form DIR-12, Form MR-1, Form MGT 14 and any other Forms as may be required with the Registrar of Companies and to do all such acts, deeds, things etc. as may be required to implement the above resolutions.

//CERTIFIED TRUE COPY//

For XYZ PRIVATE LIMITED

X

Director

DIN: 0124564

Address: ABC, DELHI-110083