A company wishes to invest in excess of the prescribed limit as per the Companies Act, 2013. Draft a resolution to give authority to the Board of directors mentioning the type of resolution required.

Specimen of the Special resolution to be passed at the general meeting of the Company along with an explanatory statement: Specimen of the Special Resolution Type of Meeting: General Meeting (Annual General Meeting/Extra-Ordinary General Meeting) "RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013 and other applicable provisions, if any, the consent of the members of the company be and is hereby granted to make investments of a sum not exceeding Rs...... by way of subscription and/or purchase of equity shares/ marketable securities of any other kind of M/s ...... Ltd., notwithstanding that such investment or such investment together with the company's existing investment in all other body corporates shall be in excess of the limits prescribed under section 186 of the Act. RESOLVED FURTHER THAT the Board of directors of the company be and is hereby authorized to do all such acts, deed, matters and things as, in its absolute discretion, may be considered necessary, expedient or desirable and to settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution or otherwise considered by the Board of directors to be in the best interest of the company" Explanatory Statement: As on date the aggregate amount of the investments in shares/debentures, loans, and guarantee(s)/security(ies) made, given, or provided by the company to other bodies corporate are within the limits provided in Section 186 of the Companies Act, 2013. Since the Board wants to invest in excess of the prescribed limit specified in Section 186 of the Companies Act, 2013 approval of the shareholders of the company is required. The Board of Directors in its meeting held on .......... decided to recommend the special resolution as set out in the notice for approval of the shareholders. None of the directors, Key Managerial Personnel or their relatives save and except Mr. ...... and Mr. ...... are concerned or interested in this resolution.