10 February 2011
Explanatory statement Item No. … As the members are aware that the Company was originally incorporated on 25th Oct., 1988 as a Private Limited company and thereafter it has converted by passing special resolution passed by the members on 3rd Feb., 1995 as a Public Limited Company and a fresh certificate of registration to that effect was given by the Registrar on 12th Dec. 1996. Your Board of directors considered that since there is no involvement of public in the shareholding or management of the Company, it would be appropriate to convert the Company again in the original shape as the Private Limited Company to avoid unnecessary formalities and to obtain privileges which are available to the Private Limited Companies which would help the management to carry out its affairs efficiently. In terms of the provisions of Companies Act, 1956 the conversion may only be made with the approval of the Registrar of Companies. The proposal would involve change in the name of the Company by inclusion of the word 'Private' and incorporation of the restrictive provisions contained in section 3(1)(iii) of the Companies Act, 1956 and alteration of the Articles suitably. The Directors of your company recommend the adoption of the said Special Resolution as set out in Item No. .. of the notice in the best interest of the Company. All the material documents and corrected copies of the Memorandum & Articles of Association of the Company are available for inspection during the business hours till the date of the Meeting. None of the Directors of your Company are concerned or interested in the proposed resolution except as a Shareholder of the Company. Item No. …. The proposal to change the name of the Company would also involve the inclusion of the restrictions stated in section 3(1)(iii) of the Companies Act, 1956 in the Articles of Association of the Company. The alteration in Articles of Association can be done only by passing a Special Resolution in the general meeting. The resolutions set out in item no. .. as Special Resolution for approval by the members in terms of section 31 of the Companies Act, 1956 and the Board thus recommends this Resolution for members approval. Draft amended copy of the Memorandum and Articles of Association of the Company is available for inspection for members till the date of the meeting. None of the directors are concerned or interested in this Special Resolution except as a member to the extent of their shareholdings.
CAclubindia
