Special resolution, issue of convertible debentures

Certified true copy of the special resolution passed at the extraordinary general meeting of the Members of [ABC Private Limited] held on [Date of the extraordinary general meeting] at [Time of the extraordinary general meeting] at [Venue of the extraordinary general meeting]

ISSUE OF COMPULSORILY CONVERTIBLE DEBENTURES ON A PRIVATE PLACEMENT BASIS

“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(c) and 71 and all other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, including Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), and subject to the memorandum and articles of association of the Company and to such approvals, consents and permissions as may be necessary, the consent of the Members be and is hereby accorded to the Board of Directors of the Company to create, offer, issue and allot [Number of debentures] [rate]% [secured / unsecured] compulsorily convertible debentures of the face value of Rs [Face value per debenture (Rs)] each, aggregating Rs [Total amount to be raised (Rs)], on a private placement basis, to [name of the identified person], on the following principal terms: