ABC Limited plans to hold its 16th Annual General Meeting on 28th September. Draft a Notice for such meeting. Besides usual items, Company seeks to obtain consent for resorting to borrowing of funds by the Board beyond t

NOTICE Notice is hereby given that the 16th Annual General Meeting of the Members of ABC Limited will be held on 28th September...... (day), the ____ (date) at ____ (time) at the registered office of the Company at________ (venue address) to transact the following business: ORDINARY BUSINESS To receive, consider and adopt the audited Financial Statements of the Company comprising the Balance Sheet as on March 31,......, statement of Profit & Loss and Cash Flow Statement and Notes thereto for the financial year ended on March 31,...... together with the Report of the Board of Directors and Auditors' thereon. To consider declaration of dividend on equity. (If being declared) To consider appointment of a Director in place of ________ who retires by rotation at the ensuing annual general meeting. To consider appointment of Auditors and to fix their remuneration. (if present term of five year ended) SPECIAL BUSINESS: To consider and if thought fit to pass with or without modification(s) the following resolution as a special resolution: "RESOLVED THAT subject to the provisions of Section 180 (1) (c) and other applicable provisions, if any, of the Companies Act, 2013 and relevant rules made thereto including any statutory modifications or re-enactments thereof, the consent of the shareholders of the company be and is hereby accorded to the Board of Directors to borrow money, as and when required, from, including without limitation, any Bank and/or other Financial Institution and/or foreign lender and/or anybody corporate/entity/entities and/or authority/authorities, either in rupees or in such other foreign currencies as may be permitted by law from time to time, as may be deemed appropriate by the Board for an aggregate amount not exceeding a sum of ₹____ crores (Rupees ____ only) for the company, notwithstanding that money so borrowed together with the monies already borrowed by the company, if any (apart from temporary loans obtained from the company's bankers in the ordinary course of business) exceeds the aggregate of the paid-up share capital of the company and its free reserves and securities premium." By Order of the Board Name of Director DIN: Address: Place: Date: NOTES FOR MEMBERS' ATTENTION: A member entitled to attend and vote at the Annual General Meeting (the "Meeting") is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the company. The instrument appointing the proxy should, however, be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the Meeting. Explanatory Statement pursuant to Section 102 of the Act in respect of item no. 5 is annexed hereto and forms part of this Notice. The Register of Directors and their shareholding, maintained u/s 170 of the Companies Act, 2013 and Register of Contracts or Arrangements in which Directors are interested maintained u/s 189 of the Companies Act, 2013 and all other documents referred to in the notice and explanatory statement, will be available for inspection by the members of the Company at Registered office of the Company during business hours 10:00 A.M. to 06:00 P.M. (except Saturday and Sunday) up to the date of Annual General Meeting and will also be available during the Annual General Meeting. A Route Map along with Prominent Landmark for easy location to reach the venue of Annual General Meeting is annexed with the notice of Annual General Meeting. Members/proxies attending the meeting are requested to bring their duly filled admission/attendance slips sent along with the notice of annual general meeting at the meeting. EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Keeping in view the existing and future financial requirements to support its business operations, the company may need additional funds. For this purpose, the company may, from time to time, raise finance from various Banks and/or Financial Institutions and/or any other lending institutions and/or Bodies Corporate and/or such other persons/ individuals as may be considered fit, which, together with the moneys already borrowed by the company (apart from temporary loans obtained from the company's bankers in ordinary course of business) may exceed the aggregate of the paid-up share capital, free reserves and securities premium of the company. Hence it is proposed to increase the maximum borrowing limits from ₹____ crores to ₹____ for the company. Pursuant to Section 180(1)(c) of the Companies Act, 2013, the Board of Directors cannot borrow more than the aggregate amount of the paid-up share capital of the company, its free reserves and securities premium at any one time except with the consent of the members of the company in a general meeting through special resolution. In order to facilitate securing the borrowing made by the company, it would be necessary to create charge on the assets or whole or part of the undertaking of the company. None of the Directors or Key Managerial Personnel of the company and their relatives is concerned or interested, financially or otherwise, in the Special Resolution except to the extent of their shareholding in the Company. By Order of the Board Name of Director DIN: Address: Place: Date: