Board resolution, issue of secured convertible debentures on private placement and convening the EGM

Certified true copy of the resolutions passed at the meeting of the Board of Directors of [ABC Private Limited] held on [Date of the board meeting] at [Board meeting time] at the registered office of the Company at [Company's registered office address]

ISSUE OF COMPULSORILY CONVERTIBLE DEBENTURES ON A PRIVATE PLACEMENT BASIS

The Chairman informed the Board that the Company proposes to raise a sum of Rs [Total amount to be raised (Rs)] by the issue of [Number of debentures] [rate]% [secured / unsecured] compulsorily convertible debentures of the face value of Rs [Face value per debenture (Rs)] each to [name of investor] on a private placement basis, the said debentures being compulsorily convertible into equity shares of the Company on the terms recorded in the draft debenture subscription agreement placed before the meeting. He placed before the Board the valuation report dated [Date of the valuation report] issued by [Registered valuer's name], Registered Valuer (Registration No. [Valuer's registration number]), determining the price at which equity shares are to be allotted on conversion, and the written consent dated [Date of the debenture trustee's consent] of [Debenture trustee's name], a debenture trustee registered with the Securities and Exchange Board of India, to act as debenture trustee for the said issue.