Demat of Shares - SR

Special Resolution for Alteration of Articles of Association of The Company to Include an Article authorising the Company to Have its Securities dematerialised

“RESOLVED THAT pursuant to Section 14 of the Companies Act, 2013, the articles of association of the company be and are hereby altered in the following manner:

After article No..., the following be inserted as article __:

Article __ Dematerialization of Securities

A. Definitions:

For the purpose of this article:-

‘Beneficial Owner’ means a person or persons whose name is recorded as such with a depository. ‘SEBI’ means the Securities and Exchange Board of India.

‘Depository’ means a company formed and registered under the Companies Act, 2013, and which has been granted a certificate of registration to act as a depository under the Securities and Exchange Board of India Act, 1992; and ‘Security’ means such security as may be specified by SEBI from time to time.

B. Dematerialisation of Securities Notwithstanding anything contained in these articles, the company shall be entitled to dematerialise its securities and to offer securities in a dematerialised form pursuant to the Depositories Act, 1996.

C. Options for investors Every person subscribing to securities offered by the company shall have the option to receive security certificates or to hold the securities with a depository. Such a person who is the beneficial owner of the securities can at any time opt out of a depository, if permitted by the applicable law in respect of any security in the manner provided by the Depositories Act, 1996 and the company shall, in the manner and within the time prescribed, issue to the beneficial owner the required certificates of securities.

If a person opts to hold his security with a depository, the company shall intimate such depository the details of allotment of the security and/or transfer of securities in his name and on receipt of the information, the depository shall enter in its record the name of the allotte and/or transfree as the beneficial owner of the security.

D. Securities in Depositories to be in Fungible Form

All securities held by a depository shall be dematerialised and be in fungible form. Nothing contained in Sections 89 and 186 of the Act shall apply to a depository in respect of the securities held by it on behalf of the beneficial owners.

E. Distinctive Numbers of Securities held in a Depository Nothing contained in the Act or these articles regarding the necessity of having distinctive numbers for securities issued by the company shall apply to securities held with a depository.

F. Rights of Depositories and Beneficial Owners

(i) Notwithstanding anything to the contrary contained in the Act or these articles, a depository shall be deemed to be the registered owner for the purposes of effecting transfer of ownership of security on behalf of the beneficial owner.

(ii) Save as otherwise provided in (a) above, the depository as the registered owner of the securities shall not have any voting rights or any other rights in respect of the securities held by it.

(iii) Every person holding securities of the company and whose name is entered as the beneficial owner in the records of the depository shall be deemed to be a member of the company. The beneficial owner of securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities which are held by a depository.

G. Service of Documents

Notwithstanding anything to the contrary contained in the Act or these articles, where securities are held in a depository, the records of the beneficial ownership may be served by such depository on the company by means of electronic mode or by delivery of floppies or discs.

H. Transfer of Securities

Nothing contained in Section 108 of the Act or these articles shall apply to a transfer of securities effected by a transferor and transferee both of whom are entered as beneficial owners in the records of a depository.

I. Allotment of Securities Dealt in a Depository

Notwithstanding anything contained in the Act or these articles, where securities are dealt in a depository, the company shall intimate the details thereof to the depository immediately on allotment and/or registration of transfer of such securities.

J. Register and Index of Beneficial Owners

The register and index of beneficial owners maintained by a depository under the Depositories Act, 1996, shall be deemed to be the register and index of members and security holders for the purposes of these articles.”

Explanatory Statement

With the enactment of the Depositories Act, 1996, and coming into operation of the depository system, some of the provisions of the Companies Act, 2013, relating to the issue, holding, transfer, transmission of equity shares and other securities of companies have been amended to facilitate the implementation of the depository system.

The depository system of holding securities in an electronic mode is a far safer and more convenient method of securing, holding and trading in the securities of a company.

Under the depository system, the securities can be dematerialised.

The company intends joining a depository.

It is, therefore, proposed that the company’s articles of association be suitably altered, as set out in the proposed resolution to enable it to dematerialise its securities. The resolution contains (i) definitions of some of the important terms used in the system; (ii) dematerialisation of securities; (iii) options for investors; (iv) securities in depositories to be in fungible form; (v) distinctive numbers of securities held in a depository; (vi) rights of depositories and beneficial owners; (vii) service of documents; (viii) transfer of securities; (ix) allotment of securities dealt in a depository; and (x) register and index of beneficial owners.

None of the directors of the company is concerned or interested in the proposed resolution except to the extent of the shareholdings of the directors.

Extension of the Date of Redemption of Preference Shares - SR

Resolution For The Extension Of The Date Of Redemption Of Preference Shares (For Variation Of Rights)

“RESOLVED THAT consent of shareholders be and is hereby accorded to the variation of the rights attached to the Equity Shares of the Company deemed to have been caused by reason of extension of the date of redemption and increase in rate of interest of __% Redeemable Cumulative Preference Shares (First Series) of Rs.___ each fully paid-up, agreed to by the holders of the said Preference Shares.

Explanatory Statement;

First Series of _____ — __% Redeemable Cumulative Preference Shares of Rs. ___ each fully paid-up issued by the Company in ____ fell due for redemption on ______, 20__ The date was extended and accordingly the shares were to be redeemed in five equal installments of ` ___ lakhs each annually commencing from .......20.... In the interest of the Company it has been considered expedient not to redeem these Preference Shares immediately.

In any case, in the absence of the required reserves it would not be possible to redeem the said Preference Shares in terms of Section 55 of the Companies Act, 2013. The Company’s request to the Preference Shareholders to give their consent to this effect is under their consideration. A meeting of the holders of these 11% Redeemable Cumulative Preference Shares (First Series of Rs.___ each fully paid-up) has been convened to consider the necessary resolution for extension of date of redemption and increase in the rate of interest.

As holders of the Equity Shares, your rights are deemed to be affected from the date of extension of redemption in respect of First Series of the Preference Shares as aforesaid.

It is, therefore, proposed that your consent be obtained to such variation of your rights as per the resolution.

The necessary resolution for extending the date of redemption of and increasing the rate of dividend on the __% Redeemable Cumulative Preference Shares of the company is included separately in the notice.

Directors of the company are not interested in the said resolution except to the extent of their shareholdings.

Reduction of Share Capital of a Company - SR

Special Resolution For Reduction Of Share Capital Of A Company

“RESOLVED THAT pursuant to Section 66(1) and other applicable provisions, if any, of the Companies Act, 2013, article _______ of articles of association of the company and subject to confirmation by the National Company Law Tribunal at ______ and subject to such other approvals, consents, permissions or sanctions of any other authority, body or institution (hereinafter collectively referred to as “the concerned authorities”) as may be required, and subject to such other conditions or guidelines, if any, as may be prescribed or stipulated by any of the concerned authorities, from time to time, while granting such approvals, consents, permissions or sanctions, the subscribed, issued and paid up equity share capital of the company be reduced from ` __________ (Rupees ______) divided into _________ (______) equity shares of ` __ each to `_________ (Rupees _________) divided into __________ (______) equity shares of ` __ each, and the surplus amount, i.e., ` _________ (Rupees _________) , being in excess of the wants of the company be paid to the shareholders.”

Explanatory Statement;

As the members are aware, the company has a cash surplus which has resulted from the recent restructuring including merger of the erstwhile ____________ Ltd. with the company. The Board is of the view that the present economic environment in the country is not conducive to expansion or diversification. The Board of directors of the company discussed the matter in detail at its meeting held on ________ and resolved to return the surplus cash to the members in recognition of their dedication, consistency and utmost faith reposed by them in the management of the company.

Hence the proposed special resolution is for consideration of and approval by the members of the company.

Directors of the company are interested in the proposed resolution to the extent of their respective shareholdings in the company.

Cancellation of Shares - SR

Special Resolution For Cancellation Of Shares

“RESOLVED THAT pursuant to Section 61(1)(e) and other applicable provisions, if any, of the Companies Act, 2013, and article____ of the articles of association of the company, the authorised share capital of the company be and is hereby reduced from ` ________/- (Rupees _______) divided into ________ (______) equity shares of ` __/- (Rupees ___) each to ` ________ (Rupees ______) divided into _______ (________) equity shares of ` __/- (________) each by cancelling _______ (_________) equity shares of ` __/- (Rupees ___) each, which have not been taken or agreed to be taken by any person and consequently Clause V (share capital clause) of the memorandum of association of the company be and is hereby substituted with the following:

“V. The authorised share capital of the company is ` _________ (Rupees _______) divided into _______ (_________) equity shares of ` __/- (Rupees ___) each.”

Explanatory Statement;

The company was incorporated on ______ with an authorised share capital of ` __________/- (Rupees ________) divided into _________ (________) equity shares of ` __/- (Rupees ___) each. The present issued, subscribed and paid-up share capital of the company is ` ________/- (Rupees _________) divided into _________ (_______) equity shares of ` __/- (Rupees ___) each. The company has no proposal at hand which would require additional capital. The Board of directors of the company, at its meeting held on _______ had resolved to reduce the authorised share capital of the company by cancelling _______ (__________) equity shares of ` __/- (Rupees ___) each, which have not been taken or agreed to be taken by any person. Therefore, the proposed special resolution is before the shareholders of the company for their consideration and approval.

None of the directors of the company is interested in the proposed resolution.

Alteration of Articles by Deletion of an Article - SR

Special Resolution For Alteration Of Articles By Deletion Of An Article

RESOLVED THAT Articles of Association of the Company be and are hereby altered by deleting article __________ of the articles of association of the company.

RESOLVED FURTHER THAT after deletion, the existing Articles No. _________ to _________ be renumbered as Article No. ________ to _________

Explanatory Statement

Articles ________ of the articles of association of the company related to the appointment of managing agent.

Under the present law, no company shall appoint managing agents/secretaries. This article has remained in the articles of association of the company in spite of the fact that it became redundant since long.

The directors have now thought it fit to forthwith delete this article which is no longer in conformity with the provisions of the Companies Act, 2013.

A copy of the existing articles together with the proposed alteration is available for inspection at the registered office of the company during the business hours on any working day.

None of the directors is concerned or interested in the proposed resolution.

Alteration For Articles by Addition of a New Article - SR

Special Resolution For Alteration Of Articles By Addition/Insertion Of A New Article

“RESOLVED THAT the Articles of Association of the company be and are hereby altered by inserting at the end of article _____ of the Articles of Association of the company, the following:

“Notwithstanding anything contained in these articles, the managing directors and whole-time directors of the company shall not be required to hold any such qualification shares.”

Explanatory Statement

Article _________ of the company’s articles of association provides that the qualification of a director shall be the holding of equity shares in the company of the aggregate nominal value of ‘________ The managing directors/whole-time directors are, pursuant to article _________ not normally liable to retire by rotation.

However, if at any time, the number of directors (including the managing/whole-time directors) as are not subject to retirement by rotation shall exceed one-third of the total number of directors for the time being, then it is provided by article _________ that such directors are liable to retire by rotation to comply with the provisions of Section 152 of the Companies Act, 2013. As it is not contemplated that in such circumstances, the managing directors/wholetime directors should be required to hold qualification shares, it is proposed to make it clear beyond doubt that the managing directors/whole-time directors shall not be required to hold qualification shares.

A copy of the existing articles together with the proposed alteration is available for inspection at the registered office of the company during the business hours on any working day.

None of the directors is concerned or interested in the proposed resolution save and except to the extent of qualification shares required or not required by them to be held in the company.

Altering the Articles of a Company by Adoption of New Set of Articles - SR

Special Resolution For Altering The Articles Of Association Of A Company By Adoption Of New Set Of Articles

“RESOLVED THAT the Article of Association of the Company by and are hereby replaced by the adoption of new set of articles as provided in Tables F, G, H, I & J in Schedule I as the case may be of the Companies Act, 2013.

Explanatory Statement;

The present Articles of Association of the company were adopted in _______The Act has since been amended several times. Moreover certain other Acts have affected various provisions of the Companies Act, 2013.

The directors of the company believe that it is desirable that the articles of association of the company be revised so that they fully reflect not only the law governing the company and rules and regulations made thereunder, but is also in conformity with modern secretarial practices and complies with the requirements of the listing agreements of the stock exchanges on which the company’s shares are listed.

Since the proposed alterations, deletions, insertions etc. to the present articles of association are numerous, it is more convenient to adopt an altogether new set of articles of association incorporating all the proposed alterations.

Altering the Memorandum of the Company to change Registered Office to Another State - SR

Special Resolution For Altering The Memorandum Of The Company So As To Change The Situation Of Its Registered Office To Another State

“RESOLVED THAT pursuant to Section 13 and other applicable provisions, if any, of the Companies Act, 2013 and subject to confirmation by the Regional Director, as prescribed in Sub-section (4) of the said section, the memorandum of association of the company be altered so as to change the place of the company’s registered office from its present situation at _________________ in the State of Maharashtra to ____________, a place in the State of Gujarat, by substituting the words “in the State of Maharashtra” for the words “in the State of Gujarat” in Clause II of the memorandum of association of the company.”

“RESOLVED FURTHER THAT Shri _________, the Company Secretary, be and is hereby authorised– (i) to sign and file, the petition under Sub-section (4) of Section 13 of the Act to the Regional Director for securing confirmation to the alteration to the memorandum of association of the company so as to change the place of the Registered office of the company from the State of Maharashtra to the State of Gujarat; (ii) to represent the company in all hearings concerning the petition of the company; and (iii) to appoint, on behalf of the company, Company Secretaries in whole-time practice, advocates, lawyers, counsels and other consultants, if and when required, to represent the company and plead on its behalf before the concerned Regional Director and or any other agency in all matters connected with the petition of the company.

Explanatory Statement

When the company was incorporated it was decided that the main manufacturing unit of the company would be located in the State of Maharashtra and in the memorandum of association it was stated that the registered office of the company would be situated in that State.

Subsequently it was found that the location of the main manufacturing unit in the State of Gujarat would be more advantageous to the company. At present, all the factories of the company are located in the State of Gujarat.

For better management and control, the Head Office of the company has already been shifted to Ahmedabad.

No useful purpose would be served by continuing to keep the company’s registered office in the State of Maharashtra. Moreover, 90% of the members of the company have their registered addresses in the State of Gujarat. The directors, therefore, consider that the memorandum of association of the company should be altered so as to change the place of its registered office from its present situation at................................. in the State of Maharashtra to .................................,a place situated in the State of Gujarat.

After the proposal is approved by the shareholders, a petition is required to be made, under Section 13(4) of the Companies Act, 2013, to the Regional Director for confirmation of the alteration to the memorandum of association of the company so as to shift the company’s registered office from the State of Maharashtra to the State of Gujarat.

It is also proposed to authorize Mr. ............ Company Secretary of the company to sign and file the petition and appear before the Regional Director in connection with the petition. An enabling clause has also been provided authorizing the Company Secretary to appoint any other authorized representative, as he considers necessary in connection with the petition.

The Board recommends the resolution to the members for their consideration and approval.

None of the directors of the company is concerned or interested in the proposed resolution.

Shifting the Registered Office with in the same state - SR

Special Resolution For Shifting The Registered Office Of The Company To Another Place Outside The Local Limits But Within The Same State

RESOLVED THAT pursuant to the section 12(5) and other applicable provisions of the Companies Act, 2013, if any, the registered office of the Company be and is hereby shifted from its present situation at __________ to __________ a place falling under the jurisdiction of _________ police station which is outside the local limit of the town where it is presently situated but within the same state;

RESOLVED FURTHER THAT – Shri ___________ the company Secretary, be is hereby authorised to file with the concern Registrar of Companies, the FORM INC 22 containing verification of the registered office of the company.

Explanatory Statement:

The registered office of the company is situated at _________ (a small town) _________ Often it becomes difficult to arrange the required facilities for holding the company’s annual general meetings, which are required to be held at the registered office of the Company or at a place within the local limits of the same town. Therefore, the Board of directors of the company, at its meeting held on _________, resolved that the registered office of the company is to be shifted to ________, a place outside the local limits of the town where the company’s registered office is presently situated but which is within the same State, where it would be possible for the company to hold its annual general meetings more conveniently as all the required facilities are available there.

Moreover, the company’s Central, Administrative and Marketing Offices are already situated there.

The Board, therefore, recommends the proposed special resolution to the members of the company for their consideration and approval.

None of the directors of the company is concerned or interested in the proposed resolution

Alteration of Articles of the Company - SP

Special Resolution For Alteration Of Articles Of Association Of The Company To Include An Article Authorising The Company To Have Its Securities Dematerialised

“RESOLVED THAT pursuant to Section 14 of the Companies Act, 2013, the articles of association aof the company be and are hereby altered in the following manner:

After article No___, the following be inserted as article __ :

Article ___ Dematerialization of Securities

A. Definitions:

For the purpose of this article:-

‘Beneficial Owner’ means a person or persons whose name is recorded as such with a depository.

‘SEBI’ means the Securities and Exchange Board of India.

Depository’ means a company formed and registered under the Companies Act, 2013, and which has been granted a certificate of registration to act as a depository under the Securities and Exchange Board of India Act, 1992; and ‘Security’ means such security as may be specified by SEBI from time to time.

B. Dematerialisation of Securities

Notwithstanding anything contained in these articles, the company shall be entitled to dematerialise its securities and to offer securities in a dematerialised form pursuant to the Depositories Act, 1996.

C. Options for investors

Every person subscribing to securities offered by the company shall have the option to receive security certificates or to hold the securities with a depository. Such a person who is the beneficial owner of the securities can at any time opt out of a depository, if permitted by the applicable law in respect of any security in the manner provided by the Depositories Act, 1996 and the company shall, in the manner and within the time prescribed, issue to the beneficial owner the required certificates of securities.

If a person opts to hold his security with a depository, the company shall intimate such depository the details of allotment of the security and/or transfer of securities in his name and on receipt of the information, the depository shall enter in its record the name of the allottee and/or transferee as the beneficial owner of the security.

D. Securities in Depositories to be in Fungible Form

All securities held by a depository shall be dematerialised and be in fungible form. Nothing contained in Sections 89 and 186 of the Act shall apply to a depository in respect of the securities held by it on behalf of the beneficial owners.

E. Distinctive Numbers of Securities held in a Depository

Nothing contained in the Act or these articles regarding the necessity of having distinctive numbers for securities issued by the company shall apply to securities held with a depository.

F. Rights of Depositories and Beneficial Owners

(i) Notwithstanding anything to the contrary contained in the Act or these articles, a depository shall be deemed to be the registered owner for the purposes of effecting transfer of ownership of security on behalf of the beneficial owner.

(ii) Save as otherwise provided in (a) above, the depository as the registered owner of the securities shall not have any voting rights or any other rights in respect of the securities held by it.

(iii) Every person holding securities of the company and whose name is entered as the beneficial owner in the records of the depository shall be deemed to be a member of the company. The beneficial owner of securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities which are held by a depository.

G. Service of Documents

Notwithstanding anything to the contrary contained in the Act or these articles, where securities are held in a depository, the records of the beneficial ownership may be served by such depository on the company by means of electronic mode or by delivery of floppies or discs.

H. Transfer of Securities

Nothing contained in Section 108 of the Act or these articles shall apply to a transfer of securities effected by a transferor and transferee both of whom are entered as beneficial owners in the records of a depository.

I. Allotment of Securities Dealt in a Depository

Notwithstanding anything contained in the Act or these articles, where securities are dealt in a depository, the company shall intimate the details thereof to the depository immediately on allotment and/or registration of transfer of such securities.

J. Register and Index of Beneficial Owners

The register and index of beneficial owners maintained by a depository under the Depositories Act, 1996, shall be deemed to be the register and index of members and security holders for the purposes of these articles.”

Explanatory Statement

With the enactment of the Depositories Act, 1996, and coming into operation of the depository system, some of the provisions of the Companies Act, 2013, relating to the issue, holding, transfer, transmission of equity shares and other securities of companies have been amended to facilitate the implementation of the depository system.

The depository system of holding securities in an electronic mode is a far safer and more convenient method of securing, holding and trading in the securities of a company.

Under the depository system, the securities can be dematerialised. The company intends joining a depository. It is, therefore, proposed that the company’s articles of association be suitably altered, as set out in the proposed resolution to enable it to dematerialise its securities. The resolution contains (i) definitions of some of the important terms used in the system;

(ii) dematerialisation of securities;

(iii) options for investors;

(iv) securities in depositories to be in fungible form;

(v) distinctive numbers of securities held in a depository;

(vi) rights of depositories and beneficial owners;

(vii) service of documents;

(viii) transfer of securities;

(ix) allotment of securities dealt in a depository; and

(x) register and index of beneficial owners.

None of the directors of the company is concerned or interested in the proposed resolution except to the extent of the shareholdings of the directors.

Acceptance of Deposits from Members - SR

Resolution For Acceptance Of Deposits From Members And/Or Public.

“RESOLVED THAT pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014 (the Rules) and other applicable provisions, if any, and subject to such conditions, approvals, permissions, as may be necessary, consent of the members be and is hereby accorded to the Company to invite/accept/renew/receive money by way of unsecured/secured deposits from its members and public.

RESOLVED FURTHER THAT Mr. _____, Chairman & Managing Director, be and is hereby authorized to issue the circular or circular in the form of advertisement, which has been approved by the Board of Directors of the company at their meeting held on ____ the (day) of ____ (month), 2014 (year) and which delineates the silent features of the deposit scheme of the company and other relevant particulars as prescribed by the Act and the Rules.

RESOLVED FURTHER THAT Mr. _____, Chairman & Managing Director, be and is hereby authorized to have the circular or circular in the form of advertisement, which has been duly signed by the majority of directors, filed with the Registrar of Companies, NCT of Delhi & Haryana, New Delhi, pursuant to the Rules, and to publish the same in English language in _______________ and in Hindi in _____________.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors be and is hereby authorized to do such acts, deeds, matters and things as Board of Directors may in its absolute discretion consider necessary, proper, expedient, desirable or appropriate for such invitation/acceptance/ renewal/ receipts as aforesaid and matters incidental thereto.”

Alteration of AOA by deletion of Article - SR

Special Resolution for alteration of Article of Association by deleting an existing article

RESOLVED THAT Articles of Association of the Company be and are hereby altered by deleting article ..................... of the articles of association of the company.

RESOLVED FURTHER THAT after deletion, the existing Articles No. _________ to ___________be renumbered as Article No. _________ to __________

“RESOLVED FURTHER THAT any one of the Director of the Company be and is authorised to sign and file all the e-forms and other documents with any statutory authorities and to do all such acts, deeds, things and matters as may be required or necessary in this matter on behalf of the Company.”

Change of Name upon Conversion - SR

Special Resolution for Change of Name of a Company upon Conversion from Private Company into Public Company pursuant to Section 4, 13(2) and 16 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 4, 13, 16 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modifications or re-enactment thereof for the time being in force) and subject to the requisite approval of the Registrar of Companies, the consent and approval of the Company be and is hereby accorded to change the name of the Company from “_________ Private Limited” to “____________ Limited.”

RESOLVED FURTHER THAT the name ‘___________ Private Limited’, wherever it occurs in Memorandum and Articles of Association of the Company be substituted by the name ‘____________ Limited’ or any other name, as may be approved by ROC.

“RESOLVED FURTHER THAT any one of the Director of the Company be and is authorised to sign and file all the e-forms and other documents with any statutory authorities and to do all such acts, deeds, things and matters as may be required or necessary in this matter on behalf of the Company.”

Change of Name of Company - SR

Special Resolution for Change of Name of a Company pursuant to Section 4, 13 and 16 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 4, 13, 16 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modifications or re-enactment thereof for the time being in force) and subject to the requisite approval of the Registrar of Companies, the consent and approval of the Company be and is hereby accorded to change the name of the Company from “_________ Private Limited” to “____________ Advisors Private Limited” or any other name as may be approved by the Registrar of Companies, Mumbai.”

“RESOLVED FURTHER THAT the name ‘___________ Private Limited’, wherever it occurs in Memorandum and Articles of Association of the Company be substituted by the name ‘____________ Private Limited’ or any other name, as may be approved by ROC.”

“RESOLVED FURTHER THAT any one of the Director of the Company be and is authorised to sign and file all the e-forms and other documents with any statutory authorities and to do all such acts, deeds, things and matters as may be required or necessary in this matter on behalf of the Company.”

Conversion of Private Company into Public Company - SR

Special Resolution for conversion of Private Company into Public Company

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013, the company be and is hereby converted into a public company;

RESOLVED FURTHER THAT the name of the company be and is hereby changed from ___________ Private Limited to ________________ Limited; and

RESOLVED FURTHER THAT the regulations contained in the document submitted for consideration and approval of this meeting, and initialled by the chairman of the meeting for the purpose of identification, be and are hereby approved and adopted as the articles of association of the company in substitution for, and to the exclusion of, the present articles of association of the company.”

Explanatory Statement

The Board of directors of the company, at its meeting held on _____________, discussed the pros and cons of a public limited company and a private limited company, and decided to convert the company into a public limited company and also decided that the present articles of association of the company, which were adopted by the company when it was incorporated as a private limited company, be also substituted by a new set of articles.

Since the proposed alterations, deletions, insertions etc. to the present articles of association were numerous, the Board decided that it would be convenient to adopt an altogether new set of articles of association incorporating all the proposed alterations.

Your directors commend the proposed special resolution for your consideration and adoption of the new set of articles of association of the company in place of the existing articles of association of the company.

None of the directors is concerned or interested in the proposed resolution.

Acceptance of Deposits from Members and Public - SR

Special Resolution for approval for accepting deposits from members and public pursuant to Section 73 and Section 76 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014 (the Rules) and other applicable provisions, if any, and subject to such conditions, approvals, permissions, as may be necessary, consent of the members be and is hereby accorded to the Company to  invite/accept/renew/receive money by way of unsecured/secured deposits from its members and public.

RESOLVED FURTHER THAT Mr. ______, Chairman & Managing Director, be and is hereby authorized to issue the circular or circular in the form of advertisement, which has been approved by the Board of Directors of the company at their meeting held on the (day) of —— (month), 2014 (year) and which delineates the silent features of the deposit scheme of the company and other relevant particulars as prescribed by the Act and the Rules.

RESOLVED FURTHER THAT Mr. x, Chairman & Managing Director, be and is hereby authorized to have the circular or circular in the form of advertisement, which has been duly signed by the majority of directors, filed with the Registrar of Companies, ________  pursuant to the Rules, and to publish the same in English language in ________ and in Hindi in ___________.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors be and is hereby authorized to do such acts, deeds, matters and things as Board of Directors may in its absolute discretion consider necessary, proper, expedient, desirable or appropriate for such invitation/acceptance/ renewal/ receipts as aforesaid and matters incidental thereto.”

Alteration of Article of Association by deletion of article - SR

Special Resolution for altering article of association of a company by deletion of an article pursuant to Section 14 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013, read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Articles of Association of the Company be and are hereby altered by deleting article ____________ of the articles of association of the company.

RESOLVED FURTHER THAT after deletion, the existing Articles No. _____ to _____ be renumbered as Article No. _____ to _____.

RESOLVED FURTHER THAT any one Director of the Company and Company Secretary of the Company be and is hereby severally authorized to sign all such forms and returns and other documents and to do all such acts, deeds and things as may be necessary to give effect to the above resolution.”