Sec. 56 - Approval of Draft Prospectus - Board Resolution;

Sec. 56 - Approval of Draft Prospectus - Board Resolution;

WHEREAS the draft prospectus to be issued in respect of public issue of fully convertible debentures together with complete set of material contracts and documents required to be filed with the Registrar of Companies,………. was tabled before the Board;

AND WHEREAS the Board was informed that the said draft prospectus had been approved by the Lead Managers to the Issue, and also by the Stock Exchanges at………., …….., and ………… and settled by M/s. ………… Legal Advisers to the issue;

AND WHEREAS the Board was also informed that the draft prospectus had been vetted by SEBI and their comments and observations have been duly incorporated;

"NOW THEREFORE it was resolved that the draft prospectus offering………….. equity share of Rs………….. each for cash at premium with the annexure thereto as required under section 60 of the Companies Act, 1956, tabled before the Board, be and is hereby approved and that a copy of the draft prospectus duly signed by all the Directors named therein or their authorized agents along with the annexures thereto be delivered to the Registrar of Companies…………for registration thereof.

RESOLVED further that Shri. ………….., Secretary of the company be and is hereby authorized to make, sign and initial any corrections to the draft prospectus as may be deemed necessary for filing with the Registrar of Companies…………..

RESOLVED further that the memorandum containing salient features of prospectus in accordance with section 56(3) of the Companies Act, 1956 and the application forms for shares be and are hereby approved.

RESOLVED further that Shri…………, Secretary of the Company be and is hereby authorized, subject to compliance with the provisions of section 60 of the Companies Act, to circulate and advertise such prospectus and send sufficient copies of the application forms and memorandum containing salient features of prospectus to the lead managers and co-managers to the issue, the underwriters to the issue, brokers, and bankers to the issue and other concerned persons in accordance with the distribution schedule to be finalized with the lead managers to the issue."