“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 initialed 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.