One of the agenda items for the next extra ordinary general meeting (EGM) of Richa Ltd is consideration of sub-division of equity shares. Assuming facts and figures, draft a specimen resolution of this item to be include

Specimen Ordinary Resolution for Sub-Division of Equity Shares "RESOLVED THAT pursuant to Section 61(1)(d), 64 and all other applicable provisions, if any, of the Companies Act, 2013, and Rules framed thereunder (including any statutory modification or re-enactment thereof, for the time being in force) and the provisions of Memorandum of Association and Articles of Association of the Company and subject to such other approvals, consent, permissions and sanctions as may be necessary from the appropriate authorities or bodies, consent of the members of the company be and is hereby accorded for the sub-division of each of the Equity Share of the Company having a face value of ₹5 each in the Authorized Equity Share Capital of the company sub-divided into 5 (Five) Equity Shares having a face value of ₹1 each ("Sub-division"). RESOLVED FURTHER THAT pursuant to the sub-division of the equity shares of the Company, all the issued, subscribed and paid-up equity shares of face value of ₹5/- (Rupees Five only) each of the Company existing on the record date to be fixed by the Company shall stand sub-divided into equity shares of face value of ₹1/- (Rupee One only) each fully paid up, without altering the aggregate amount of such capital and shall rank pari passu in all respects with the existing fully paid equity share of ₹5/- each of the company and shall be entitled to participate in full dividend to be declared after subdivided Equity shares are allotted. RESOLVED FURTHER THAT upon sub-division of equity shares as aforesaid, the existing share certificate(s) in relation to the existing equity shares of the nominal value of ₹5/- (Rupees Five only) each held in physical form shall be deemed to have been automatically cancelled and be of no effect on and from the "Record Date" to be fixed by the Company and Company may without requiring the surrender of existing share certificate(s) directly issue and dispatch the new share certificate(s) of the company, in lieu thereof, subject to the provisions of the Companies (Share Capital and Debentures) Rules, 2014 and in the case of members who hold the equity shares / opt to receive the sub-divided equity shares in dematerialised form, the subdivided equity shares of nominal value of ₹1/- (Rupee one only) each shall be credited to the respective beneficiary account of the members with their respective depository participants and the Company shall undertake such corporate actions as may be necessary in relation to the existing equity shares of the Company. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised 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 execute all 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 and to give from time to time such directions as may be necessary, proper, expedient or incidental for the purpose of giving effect to this Resolution and to delegate all or any of the powers herein vested in the Board to any Director(s), Officer(s) of the Company as may be required to give effect to this above resolution". EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 As the members are aware, the equity shares of your company are listed on the BSE & NSE and are regularly traded on the said Exchanges. With a view to broad base the investor base by encouraging the participation of the retail investors and also with a view to increase the liquidity of the company's shares, the Board of directors in its meeting held on May 5, 2021 recommended sub-division of the nominal value and paid-up value (Authorised, Issued, Subscribed & Paid-up) of the company from one equity shares of ₹5 (Rupees five only) each into five equity shares of ₹1 (Rupees one only) each. The aforesaid sub-division of equity shares of ₹5 each into equity shares of ₹1 each would require amendment to existing capital clause V of the Memorandum of Association. After approval of the resolution set out as above, the Board of directors or Committee thereof will fix the record date for the purpose of ascertaining the list of members whose shares shall be sub-divided as proposed above and the same shall be notified to the members through appropriate medium. Pursuant to the provisions of Section 13 and Section 61 of the Companies Act, 2013 approval of members is required for sub-division of shares and consequent amendment to clause V of the Memorandum of Association. The board recommends the Resolution stipulated above of this notice for approval of the members. A copy of the Memorandum of Association along with proposed amendments will be open for inspection by the Members at the Registered office of the company during business hours on all working days upto the date of this meeting. None of the Directors, Key Managerial Personnel of the company and their relatives is concerned or interested, financially or otherwise, in the Resolution, except to the extent of equity shares held by them in the company.