Bright Products Ltd. wishes to sell one of its undertakings for which it decides to call an extra-ordinary general meeting (EGM) and to pass a resolution thereat. State the material facts to be set out in the explanatory

Material Facts in Explanatory Statement for EGM of Bright Products Ltd. When Bright Products Ltd. calls an Extra-ordinary General Meeting (EGM) to sell one of its undertakings, this constitutes 'special business'. For special business, an explanatory statement must be annexed to the notice of the meeting, as required by Section 102(1) of the Companies Act, 2013. Material Facts to be Set Out in the Explanatory Statement: As per Section 102(1) of the Companies Act, 2013, the explanatory statement annexed to the notice of the EGM for the special business of selling an undertaking must set out all material facts concerning each item of special business, including: Nature of Concern or Interest: The nature of concern or interest, financial or otherwise, if any, in respect of the proposed sale of undertaking, of each of the following persons: Every director and the manager, if any. Every other key managerial personnel (KMP). Relatives of the persons mentioned in the above two sub-clauses. Other Information and Facts: Any other information and facts that may enable members to understand the meaning, scope, and implications of the item of business (i.e., the sale of the undertaking) and to take a decision thereon. This would typically include: Details of the undertaking to be sold (e.g., its assets, liabilities, business operations). The rationale or reasons for selling the undertaking. The proposed consideration for the sale and the terms and conditions. The impact of the sale on the company's future operations, profitability, and financial position. Any valuation report obtained for the undertaking. Shareholding Interest in Other Company (if applicable): If the item of special business (sale of undertaking) relates to or affects any other company, the extent of shareholding interest in that other company of every promoter, director, manager, if any, and of every other key managerial personnel of Bright Products Ltd. shall also be set out in the statement, provided such shareholding is not less than two percent of the paid-up share capital of that other company. The explanatory statement must be drafted carefully to provide a clear, concise, and comprehensive picture to the shareholders, enabling them to make an informed decision on the resolution to sell the undertaking.