Board of directors of Desire Ltd. decides to go for creditors' winding-up of the company. For this purpose the Board decides to call an extra-ordinary general meeting on 30th June, 2016. Draft a notice alongwith explanat

Draft Notice and Explanatory Statement for Creditors' Voluntary Winding-Up Here is a draft notice for an Extra-ordinary General Meeting (EGM) of Desire Ltd. for creditors' voluntary winding-up, along with the explanatory statement. --- DESIRE LIMITED (CIN: U12345DL2010PLC012345) Registered Office: 15, Corporate Avenue, New Delhi - 110001 Phone: +91-11-23456789; Email: info@desireltd.com NOTICE OF EXTRA-ORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an Extra-ordinary General Meeting of the members of DESIRE LIMITED will be held on Thursday, 30th June, 2016 , at 11:00 A.M. at the Registered Office of the Company at 15, Corporate Avenue, New Delhi - 110001, to transact the following special business: SPECIAL BUSINESS: 1. TO CONSIDER AND, IF THOUGHT FIT, TO PASS, WITH OR WITHOUT MODIFICATION, THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION FOR CREDITORS' VOLUNTARY WINDING-UP: " RESOLVED THAT pursuant to Section 306 and other applicable provisions, if any, of the Companies Act, 2013, and in view of the company's inability to continue its business due to mounting liabilities and financial distress, the company be wound up voluntarily by the creditors." " RESOLVED FURTHER THAT Mr. [Liquidator's Name], having address [Liquidator's Address] and Registration Number [Liquidator's Reg. No.], be and is hereby appointed as the Liquidator of the company for the purpose of such winding-up, at a remuneration of 2% of the amount credited to the realization account and 1% of the amount debited to the realization account, subject to a minimum of ₹5,000 per month plus actual out-of-pocket expenses incurred in connection with the performance of duties, and that the said Liquidator be and is hereby authorized to exercise all powers as specified under Sections 314 and 343 read with Section 290 of the Companies Act, 2013." " RESOLVED FURTHER THAT a Committee of Inspection consisting of the following members: [Name 1], [Name 2], and [Name 3] be and is hereby constituted, and that the said Committee of Inspection be authorized to discharge the functions specified under the Companies Act, 2013." By Order of the Board of Directors For DESIRE LIMITED Sd/- [Company Secretary's Name] Company Secretary Membership No.: [CS Membership No.] Place: New Delhi Date: 10th June, 2016 NOTES: A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the company. A proxy form is enclosed herewith. Proxies, in order to be effective, must be received at the Registered Office of the Company not less than 48 hours before the commencement of the meeting. --- EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Item No. 1: Creditors' Voluntary Winding-Up The Board of Directors of Desire Limited has carefully reviewed the financial position and operational viability of the company. Due to persistent dwindling income, severe liquidity crunch, and mounting liabilities that the company is unable to meet in the ordinary course of business, the Board has concluded that it is no longer feasible to continue the operations of the company. The company's liabilities significantly exceed its assets, making it insolvent. In light of these circumstances, and to ensure an orderly and fair distribution of assets among creditors, it is proposed to initiate the creditors' voluntary winding-up of the company as provided for in Section 306 of the Companies Act, 2013. This process allows for the appointment of a liquidator who will take control of the company's assets, realize them, and distribute the proceeds to the creditors in accordance with their legal priorities. A copy of the Statement of Position of the Company's Affairs, along with a list of creditors, is attached to this notice for your perusal. The Board believes that this course of action is in the best interest of all stakeholders, particularly the creditors, to maximize the recovery of their dues. It is also proposed to appoint Mr. [Liquidator's Name] as the Liquidator of the company. He is a qualified professional with extensive experience in handling liquidation proceedings. His remuneration has been proposed as 2% of the realization account and 1% of the distribution account, subject to a minimum monthly fee and reimbursement of actual expenses. The Liquidator will be vested with all necessary powers to carry out the winding-up process efficiently. Furthermore, to oversee the liquidation process and protect the interests of creditors, it is proposed to constitute a Committee of Inspection comprising [Name 1], [Name 2], and [Name 3]. This committee will work in conjunction with the Liquidator as per the provisions of the Act. Interest of Directors/KMP: No Director, Key Managerial Personnel, or their relatives are in any way concerned or interested, financially or otherwise, in the resolution proposed at Item No. 1, other than to the extent of their shareholding in the company, if any, which would be subject to the winding-up proceedings. The Board of Directors recommends the passing of this Special Resolution for the approval of the members. By Order of the Board of Directors For DESIRE LIMITED Sd/- [Company Secretary's Name] Company Secretary Place: New Delhi Date: 10th June, 2016 ---