NOTICE TO THE MEMBERS
Dear Shareholder(s),
Notice is hereby given that an Extra Ordinary General Meeting of the Shareholders of the ________________ Private Limited will be held on _________________________
SPECIAL BUSINESS
ALTERATION OF OBJECT CLAUSE
To consider and if thought fit, to pass with or without modification(s) the following resolution, as a Special resolution:
RESOLVED THAT pursuant to the provision of section 17 and other applicable provisions, if any, of the Companies Act, 1956, the main object clause of the Company be altered by the insertion of the following new sub-clause (7) after the existing Clause III(A)(6) which reads as follows :-
“7.To carry on ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________and to do all incidental and others acts, deeds and things necessary for the attainment of the above objects.”
RESOLVED FURTHER THAT after carrying out the above alteration the Memorandum of Association of the Company be re-numbered accordingly and the Board of Directors, be and are hereby severally authorised to file the required forms with Registrar of Companies to make corrections/ modifications/ alterations suggested by the concerned authorities and to execute power of attorney in favour of any person to carryout the above alterations”
For _____________ Private Limited
Place: ____________ ___________
Date: ___________ Director
NOTES:
1. MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
2. Explanatory Statement as Required u/s 173 (2) of the Companies Act,
1956 has been annexed with his notice
ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 173(2) OF THE COMPANIES ACT, 1956
ALTERATION OF OBJECT CLAUSE
The company was originally incorporated to carry on business of builders, contractors and real estate developers. Now the company is executing all sorts of infrastructure projects. Along with the existing business, your Company proposes to do the business of mining & mining related activities.
Under this circumstance it is required to modify the object clause of the Memorandum of Association in order to avoid any ambiguity. Accordingly it is proposed to have a separate clause in object to carry on business of prospecting, exploring, operating and working on mines and minerals.
As per section 17 (1) (d) of the Companies Act, 1956 the Company can amend the object clause to carry on some business, which under existing circumstances may conveniently or advantageously be combined with the business of the Company. These can be done by passing Special Resolution of the Shareholders. This business being of same genre can be advantageously combined with the existing business of the Company. Hence, it is necessary to obtain approval for the same from the members by passing the Special Resolution.
Memorandum of Interest:
None of the Directors of your Company is interested or concerned in this Resolution. The Board of Directors recommends the resolution for approval of the shareholders.
For _____________ Private Limited
Place: ____________ ___________
Date: ___________ Director
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