The Board of Directors of your company is contemplating taking approval from members of the company for reduction of share capital. The Whole-time director has advised you, being the company secretary of the company, to

Name of the company............ Registered address: ............ CIN............Email........Telephone........Website........ NOTICE is hereby given that an Extra ordinary General Meeting of the members of ............ (Name of the Company) will be held on ----(day)----(date) at ----(time) at ............ (address) to transact the following business: SPECIAL BUSINESS To consider, and if thought fit, to pass, with or without modification, the following Resolution as an Special Resolution: "RESOLVED THAT pursuant to section 66(1) and other applicable provisions, if any, of the Companies Act, 2103, 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 ₹40,00,00,000 (Rupees forty crore) divided into 4,00,00,000 (four crore) equity shares of ₹10 each to ₹20,00,00,000 (Rupees twenty crore) divided into 4,00,00,000 (four crore) equity shares of ₹5 each, and the surplus amount, i.e., ₹20,00,00,000 (Rupees twenty crore), 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.