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"RESOLVED THAT subject to the approval of the Central Government pursuant to provisions of section 314(1B) of the Companies Act, 1956, the authority be and is hereby accorded to the Board of Directors to appoint Mr._______________ as _____________ holding office of profit under the company, he being a relative of the Whole-time Director, Mr.___________________, of the Company, for a period of ____ years with effect from ________________, 200__, pursuant to the terms and conditions including relating to the remuneration as contained in an agreement between the company of the one part and the said Mr. ________________ of the other part, a copy whereof initialed by the Chairman was placed before this meeting.

RESOLVED FURTHER THAT Mr. _________________, Director of the Company be and is hereby authorized to all acts, deeds and things as he may deem necessary in this regard.

RESOLVED FURTHER THAT a draft of the resolution together with the explanatory statement, a draft of which is tabled before the meeting be included in the notice to be issued for convening of Extra Ordinary General Meeting."

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