“RESOLVED THAT the format of Equity Share Certificate no.[•] / Preference Share Certificate no. [•]/ Debenture Certificate no. [•] as per the format tabled before the Board, duly initialed by the Chairman for the purposes of identification, be and is hereby approved;

< Use this para in case a Company has a common seal > (Delete if not applicable)

RESOLVED FURTHER THAT the share certificate be issued pursuant to the provisions of Section 46 of Companies Act 2013 read with Rule 5 of the Companies (Share Capital and Debentures) Rules, 2014, in Form SH-1 and be executed and signed under the common seal of the Company and in the presence of  <Mr. /Ms. [●] and Mr. /Ms. [●], Directors of the Company> OR <Mr. /Ms. [●], Director of the Company and Mr. /Ms. [●], Company Secretary of the Company > (wherever there is a Company Secretary), who are further authorized to sign and issue the new Share Certificates by affixing the common seal of the Company, and do all such other act(s), thing(s) and deed(s) as may be required, deemed necessary or incidental to give effect to the above resolution.

< Use this para in case a Company doesn’t have a common seal > (Delete if not applicable)

RESOLVED FURTHER THAT the share certificate be issued pursuant to the provisions of Section 46 of Companies Act 2013 read with Rule 5 of the Companies (Share Capital and Debentures) Rules, 2014, in Form SH-1 in respect of shares allotted as aforesaid, under the signature of <Mr. /Ms. [●] and Mr. /Ms. [●], Directors of the Company> OR <Mr. /Ms. [●], Director of the Company and Mr. /Ms. [●], Company Secretary of the Company > (wherever there is a Company Secretary), who are further authorized to issue the new Share Certificates, and do all such other act(s), thing(s) and deed(s) as may be required, deemed necessary or incidental to give effect to the above resolution.”

Section 46 of Companies Act, 2013