Special Resolution U/s. 180(1)(c) of Companies Act, 2013

NOTICE

NOTICE IS HEREBY GIVEN THAT EXTRA-ORDINARY GENERAL MEETING OF THE MEMBERS OF ______________________ PRIVATE LIMITED WILL BE HELD ON ___ FEBRUARY 2014 AT _____ A.M. AT REGISTERED OFFICE OF THE COMPANY AT ______________________, TO TRANSACT THE FOLLOWING BUSINESS:

SPECIAL BUSINESS:

1.            Approval for Increase in Borrowing Powers of the Company:

To consider and if thought fit, to pass with or without modification(s), as a Special Resolution:

“RESOLVED THAT subject to the provisions of Section 180(1)(c) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 1956 and the Companies Act, 2013 including any statutory modifications or re-enactments thereof and in supersession of all the earlier resolutions passed in this regard, the Board of Directors (hereinafter referred to as the Board), be and are hereby authorized to borrow money, as and when required, from, including without limitation, any Bank and/or Public Financial Institution as defined under Section 2(72) of the Companies Act, 2013 and/or eligible foreign lender and/or any entity/entities and/or authority/ authorities and/ or through suppliers credit, any other securities or instruments, such as floating rate notes, fixed rate notes, syndicated loans, debentures, commercial papers, short term loans or any other instruments etc. and/or through credit from official agencies and/or by way of commercial borrowings from the private sector window of multilateral financial institution, either in rupees or in such other foreign currencies as may be permitted by law from time to time, as may be deemed appropriate by the Board for an aggregate amount not exceeding ` 15 Crores (Rupees Fifteen Crores Only), notwithstanding that money so borrowed together with the monies already borrowed by the Company, if any (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid-up share capital of the Company and its free reserves, that is to say, reserves not set apart for any specified purpose.”

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto, and to sign and to execute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution.”

Place: Mumbai Date: ________

By Order of the Board for  ______________________ PRIVATE LIMITED ______________________ Director

NOTES:

A Member entitled to attend and vote at the meeting is entitled to appoint a proxy one or more proxies to attend and vote instead of himself and the proxy need not be a member of the Company.

Annexure to the Notice

Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 in respect of the Special Business.

ITEM NO. 1:

As per Section 180(1)(c) of the Companies Act, 2013, borrowings (apart from temporary loans obtained from the Company’s bankers in ordinary course of business) by the Company beyond the aggregate of the paid up capital of the company and its free reserve requires approval from the shareholders of the Company.

With a view to meet the funds requirements of the Company for both short term as well as long term, the Company may require to borrow from time to time by way of loans and/or issue of Bonds, Debentures or other securities and the existing approved limit may likely to be exhausted in near future and it is therefore recommended to enhance the borrowing limits of the Company upto ` 15 Crores (Rupees Fifteen Crores Only).

The Directors recommends the resolution for members’ approval as a Special Resolution.

The nature of concern or interest, financial or otherwise of:

(i)   Every Director: No financial interest otherwise than as members.

(ii)   KMP - Not Applicable.

(iii)  Relatives of the Directors: No financial interest or otherwise.

Place: Mumbai Date: ________

By Order of the Board for __________________PRIVATE LIMITED ____________________ Director