XYZ Ltd wishes to shift its registered office from Maharashtra to Rajasthan. Draft a notice to convene Extraordinary General Meeting for this purpose along with Note and Explanatory Statement. Assume other facts, if requ

Notice of Extra - Ordinary General Meeting Name of the Company ............ Registered Address ............ CIN: ............ Email: ............ Telephone ............ Website : ............ Notice: NOTICE is hereby given that an Extra-Ordinary General Meeting of the Members of XYZ Ltd. will be held on ............ (day), ............ (date) at ............ .am/pm at ............ (address) to transact the following Special Business: Shifting of Registered Office: To consider and, if thought fit, to pass with or without modification the following Resolution as a Special Resolution: "RESOLVED that pursuant to Section 13 and other applicable provisions, if any, of the Companies Act, 2013 and subject to the approval of the Regional Director, the Registered Office of the Company be shifted from Maharashtra to Rajasthan. RESOLVED FURTHER that clause-II of the Memorandum of Association of the Company be altered by substitution of the words ............ in place of the words ............ RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorized to file the necessary petition(s) before the Regional Director, ............ Region for confirmation of the alteration of Clause-II of the Memorandum of Association of the Company as aforesaid and to carry out all other acts and deeds as are necessary in connection therewith, including compliance of directions, if any, of the concerned authorities." By Order of the Board of Directors For............ (Signature) Place: ............ Date: ............ Director/Company Secretary DIN/ACS/FCS No. Notes: The explanatory statement setting out the material facts pursuant to Section 102 of the Companies Act, 2013, relating the special business to be transacted at the meeting is annexed. All members are entitled to attend and vote at the meeting is entitled to appoint proxy to attend and, on a poll, to vote instead of himself and the proxy need not be a member of the Company, Proxies, in order to be effective, must be received in the enclosed Proxy form at the Registered Office of the Company not less than forty-eight hours before the time fixed for the Meeting. In compliance with provisions of section 108 of the Companies Act, 2013 and rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members the facility of exercising their right to vote electronically on the item mentioned in this Notice. The Company has appointed Mr. ............ as scrutinizer for conducting the e-voting process in fair and transparent manner. EXPLANATORY STATEMENT As required by section 102 of the Companies Act, 2013, the explanatory statement sets out all material facts relating to business mentioned in item no 1 of the accompanying notice dated............ Item No 1. The registered office of the Company has been situated in the State of Maharashtra since the incorporation of the Company. The business of the Company has increased manifold since incorporation particularly in the state of Rajasthan. Directors of the Company too are belonging and residing in Rajasthan. It is expected that such growth trend of business in the State of Rajasthan will be maintained in future. As the growth of Company's activities are now emerging in the state of Rajasthan, The Board of Directors are of the opinion that it will be more convenient and economical for the Company to manage the activities efficiently by shifting the Registered office in the state of Rajasthan. A copy of Memorandum of Association is available for inspection at the Registered Office the Company on all working days of the Company between 11.00 a.m. to 1.00 p.m. up to the date of meeting and at the venue of the meeting for the duration of the Meeting. The Board commends the passing of the resolution as a Special Resolution. None of the Directors and Key Managerial Personnel of the Company or their relatives is concerned or interested in the proposed Resolution.