Encode Pvt. Ltd. is having two shareholders namely Mr. Vishal and Mr. Joytan holding 9,00,000 and 5,50,000 equity shares, of ₹10 each, respectively. The Company's Paid-up share Capital as on the date is ₹1,45,00,000 and

Meeting: Board Meeting Date: 2nd June, 2017 Resolution: Board Resolution The Board considered the matter and after due deliberations passed the following resolution(s): " RESOLVED THAT pursuant to the provisions of Section 62(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 and the Articles of Association of the Company, the consent of the Board be and is hereby accorded to offer and issue 75,000 (seventy-five thousand) equity shares of the company of the face value of ₹10/- (Rupees Ten) each at par (hereinafter referred to as 'new shares') to the existing equity shareholders on Rights Issue basis in the following manner: Sl. No. Shareholder's Name No. of Shares held Value (₹) % of Share-holding Proposed under Right offer 1. Vishal Rastogi 9,00,000 90,00,000 62.07 46552 2. Mr. Joytan Verma 5,50,000 55,00,000 37.93 28448 Total 14,50,000 1,45,00,000 100.00 75,000 i.e., in proportion of their existing shareholding in the paid-up share capital of the company as on date, on the terms and conditions as under: The rights issue shall remain open from 6th June, 2017 to 5th July, 2017 (both days inclusive) (hereinafter referred to as "offer period"); The full amount at ₹10 per equity shares along with the duly filled and signed application form for such equity shares shall be submitted during the offer period; The offer aforesaid, if not accepted within the offer period, will be deemed to have been declined; and The offer aforesaid shall include a right exercisable by the persons to renounce the equity shares being offered, in favour of any other person(s) provided such renunciation is made during the offer period and the renounce shall submit application form with the application money during the offer period. RESOLVED FURTHER THAT the draft letter of offer along with application form, as placed before the Board and initialled by the Chairman for the purpose of identification, be and are hereby approved. RESOLVED FURTHER THAT the new equity shares, so issued, shall upon allotment have the same rights of voting as the existing equity shares and be treated for all other purposes pari passu with the existing equity shares of the Company. RESOLVED FURTHER THAT after the expiry of the aforesaid offer period or on receipt of earlier intimation from the person(s) to whom such notice was given that he declines to accept the new shares offered, or if the offer is not accepted within stipulated time, it shall be deemed declined and the Board of directors of the company be authorized to dispose of unsubscribed part of the new shares in such manner as they think most beneficial to the company subject to the terms of any resolution, agreement or regulation of articles of association of the company, if any. RESOLVED FURTHER THAT the Directors of the company be and are hereby severally authorized to sign and issue the Letter of offer, Application for allotment, Application for Renunciation and such other papers/documents as may be necessary in this regard to all eligible equity shareholder of the Company".