


# NEXUS BRIGHTLEARN SOLUTIONS PRIVATE LIMITED

**CERTIFIED TRUE COPY OF THE ORDINARY RESOLUTION PASSED AT THE EXTRA ORDINARY GENERAL MEETING OF NEXUS BRIGHTLEARN SOLUTIONS PRIVATE LIMITED HAVING ITS REGISTERED OFFICE AT KRISHNA TOWER PLOT NO-45 SECTOR-12 DWARKA NEW DELHI DL 110075 IN HELD ON 22nd DAY OF MARCH 2018 'THURSDAY' AT 1:00 PM**

## TO AMEND THE MEMORANDUM OF ASSOCIATION & INCREASE IN AUTHORISED SHARE CAPITAL

### SPECIAL BUSINESS

To consider, and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

1. "RESOLVED THAT pursuant to the provisions of Section 13, 61 and 64 and other applicable provisions of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the rules framed there under, the consent of the Board of Directors of the Company be and is hereby accorded, subject to the approvals of shareholders in the General meeting, for substituting Clause V of the Memorandum of Association of the Company with the following clause.

V. The Authorised Share Capital of the Company is Rs. 15,00,000/- (Rupees Fifteen Lakh) divided into 1,50,000 (One Lakh Fifty Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten) each."

2. "RESOLVED FURTHER THAT pursuant to the provisions of Section 61 read with Section 64 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the rules framed there under, the consent of the members of the Company be and is hereby accorded to increase the Authorized Share Capital of the Company from existing Rs. 1,50,000 (Rupees One Lakh Fifty Thousand) divided into 15,000 (Fifteen thousand) Equity Shares of Rs. 10/- each to Rs. 3,00,000 (Rupees Three Lakh) divided into 30,000 (Thirty thousand) Equity Shares of Rs. 10/- each

RESOLVED FURTHER THAT the Memorandum of Association of the Company be altered in the following manner i.e. existing Clause V of the Memorandum of Association be deleted and the same be substituted with the following new clause as Clause V:

V. The Authorised Share Capital of the Company is Rs. 3,00,000/- (Rupees Three Lakh) divided into 30,000 (Thirty thousand) Equity Shares of Rs. 10/- (Rupees Ten) each."

Registered Office:- KRISHNA TOWER PLOT NO-45 SECTOR-12 DWARKA NEW DELHI New Delhi DL 110075 IN
Ph: - +91- 9876543210 I e-mail: - arunsethi@outlook.com I CIN: U85123DL2018PTC312456


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# NEXUS BRIGHTLEARN SOLUTIONS PRIVATE LIMITED

3. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company (hereinafter referred to as "Board" which term shall include a Committee thereof authorized for the purpose) be and is hereby authorized to take all such steps and actions and give such directions as may be in its absolute discretion deemed necessary and to settle any question that may arise in this regard, without being required to seek any further consent or approval of the shareholders or otherwise and that the shareholders shall be deemed to have given their approval thereto expressly by the authority of this resolution."

**BY ORDER OF THE BOARD**

Date: 22/03/2018
Place: New Delhi

[Signature]

**ARUN VIKRAM SETHI
(DIRECTOR)
DIN: 08745632**

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## CERTIFIED TRUE COPY OF THE EXPLANATORY STATEMENT FOR ITEM NO. 1 AND 2

### TO AMEND THE MEMORANDUM OF ASSOCIATION

In order to reflect the increase authorised share capital of the Company, and in order to conform to the requirements of the Companies Act, 2013, Clause V of the Memorandum of Association of the Company must be amended.

A draft of the amended Memorandum of Association with the following Clause V was tabled for discussion:

**"V. The Authorized Share Capital of the Company is Rs. 3,00,000/- (Rupees Three Lakh only) divided into 30,000 (Thirty thousand) Equity Shares of Rs. 10/- (Rupees Ten) each."**

As Per section 13 of Companies Act, 2013, the alteration of the memorandum of association of the Company requires the approval of shareholders. The Board now seeks the approval of shareholders for the same.

None of the Directors are in any way concerned or interested in the said resolution except to the extent of their shareholdings in the Company.

Registered Office:- KRISHNA TOWER PLOT NO-45 SECTOR-12 DWARKA
NEW DELHI New Delhi DL 110075 IN
Ph: - +91- 9876543210 I e-mail: - arunsethi@outlook.com I CIN: U85123DL2018PTC312456


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# NEXUS BRIGHTLEARN SOLUTIONS PRIVATE LIMITED

Your Directors hence seek your consent for amending the provisions contained in the Memorandum of Association in the General Meeting by passing of the said resolution as an Ordinary Resolution.

## TO INCREASE THE AUTHORISED CAPITAL

The Company is having an existing authorized share capital of Rs. 1,50,000/-(One Lakh Fifty Thousand only) consisting of 15,000 (Fifteen thousand only) equity Shares of Rs. 10/-(Rupees Ten) each. Since the company would require more funds for expanding its business and meeting its current expenditure it was necessary to raise the authorized share capital of the company from Rs. 1,50,000 /-(One Lakh Fifty Thousand) to Rs. 3,00,000/-(Three Lakh) keeping in view the company's future requirement of Funds.

None of the Directors are in any way concerned or interested in the said resolution except to the extent of their shareholdings in the Company.

**BY ORDER OF THE BOARD**

Date: 22/03/2018
Place: New Delhi

**ARUN VIKRAM SETHI
(DIRECTOR)
DIN: 08745632**

Registered Office:- KRISHNA TOWER PLOT NO-45 SECTOR-12 DWARKA
NEW DELHI New Delhi DL 110075 IN
Ph: - +91-9876543210 I e-mail: - arunsethi@outlook.com I CIN: U85123DL2018PTC312456