Authorisation to Board to sale Company's plant

Special Resolution for authorising the Board of Directors to sale Company's plant pursuant to Section 180(1)(a) of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) read with the Rules framed thereunder and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any amendment thereto or re-enactment thereof for the time being in force), and the provisions of the Memorandum and Articles of Association of the Company, and subject to such other applicable statutes and regulations, and subject to such other requisite approvals, consents and clearance from the Company’s Bankers, Financial Institutions, lenders, Trustees to the Debenture holders and/ or other Institutions or bodies, statutory authorities, if and wherever necessary, and as may be required, consent of the shareholders of the Company be and is hereby accorded for sale / transfer / hiving off and/or dispose of or otherwise transfer to strategic partner / investor(s) / special purpose vehicle company (SPV) or to any other third party, Company’s ____________ Plant being setup at __________ together with movable properties attached thereto and all related assets and liabilities for such consideration not being lower than book value or such other amount as may be decided by the Board of Directors of the Company based on the report of an Independent Valuer, on such terms and conditions and with such modifications as my be required by any of the concerned authorities or as the Board of Directors (which shall include a Committee of Board of Directors that may be empowered or constituted for this purpose) of the Company may deem fit and appropriate in the interest of the Company and that the Board of Directors be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary or expedient for giving effect to this resolution.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorised to finalize the manner and method of disposal/sale/transfer and to execute all necessary agreements (including such representations, warranties, indemnities and covenants as may be customary in such transactions), deeds and documents and subsequent modifications thereto, and to do all such acts and thing as may be deemed necessary and/or expedient in the interest of the Company including without limitation, to settle any questions, difficulties, doubts that may arise in this regard, as it may in its absolute discretion deem fit, and also to further delegate from time to time, all or any of the powers conferred herein to any Committee of the Board or individuals.”