XYZ Appliances Pvt. Ltd. is carrying on the business of manufacturing and trading of kitchen appliances at Sadar Bazar, Delhi. X, Y and Z are the three directors of the company who also hold shares of the company in the

XYZ Appliances Pvt. Ltd. is carrying on the business of manufacturing and trading of kitchen appliances at Sadar Bazar, Delhi. X, Y and Z are the three directors of the company who also hold shares of the company in the ratio of 35: 35: 30. The business of the company is flourishing and the company has opened its branches in the cities of Noida, Gurgaon and Faridabad. In order to protect their personal interests, X, Y and Z propose that any amendment in the Articles of Association of the company should be made only with the approval of all the shareholders of the company. They approach M, a practicing company secretary to seek his advice on the alteration of Articles of Association of the company only with the approval of all the shareholders. M advises them suitably. XYZ Appliances Pvt. Ltd. receives an export order from a company based at France. In order to export the goods, the company requires Importer Exporter Code (IEC). The directors of the company again approach M who explains them the procedure to apply for IEC on the DGFT portal. After getting the IEC in the name of the company, the export order is successfully completed by the company. A company based at Japan approaches XYZ Appliances Pvt. Ltd. to form an alliance for sharing of latest technical advancements in the industry for mutual benefit of both the companies. The directors of XYZ Appliances Pvt. Ltd. discuss on the objectives of the foreign collaboration. Thereafter, a technical collaboration is made between both the companies. The scale of operations of XYZ Appliances Pvt. Ltd. increases multifold and the directors intend to convert it into a public limited company. With the professional assistance of M, the company is converted into a public limited company. M also advises on the post conversion requirements to be arranged by XYZ Appliances Ltd. Y goes on a business trip to Singapore and meets his friend John, who is a director in a company based at Singapore in the name of JSS Realtech Pte. Ltd. JSS Realtech Pte. Ltd. is engaged in the development of townships, construction of residential or commercial premises, roads or bridges for selling or leasing. John advises Y that the company, XYZ Appliances Ltd. may invest in JSS Realtech Pte. Ltd. to earn more profits. On return, Y informs X and Z that XYZ Appliances Ltd. may invest in JSS Realtech Pte. Ltd., engaged in real estate activity at Singapore. However, Z is of the view that the Overseas Direct Investment (ODI) in a foreign entity engaged in real estate activity is prohibited. In view of the above, answer the following: What is the advice of M to X, Y and Z on their proposal regarding alteration of Articles of Association of XYZ Appliances Pvt. Ltd. only with the approval of all the shareholders ?