As the Company Secretary of MSZ Ltd. you are required to prepare a note for the Board of Directors explaining measures to protect the interests of minority shareholders as prescribed under Companies Act, 2013.

To, The Board of Directors MSZ Ltd. Note on measures to protect the interest of minority shareholders Companies Act, 2013 provides for some measures to protect the interest of minority shareholders. It includes the following: Where a company, which has raised money from public through prospectus and still has any unutilized amount out of the money so raised and which proposes to change its objects, then the promoter and shareholders having control of a company are required to provide an exit to the dissenting shareholders in accordance with regulations to be specified by SEBI. Where any benefit accrues to promoter, director, manager, KMP, or their relatives, either directly or indirectly as a result of non-disclosure or insufficient disclosure in the explanatory statement annexed to the notice of general meeting then such persons shall hold such benefit in trust for the company and shall be liable to compensate the company to the extent of the benefit received by him. Class Action Suit: Section 245 of the Companies Act, 2013 deals with the Class Action for prevention and operation of mismanagement. In case of oppression / mismanagement, specified number of members or depositors is entitled to file Class Action Suit before NCLT for seeking prescribed reliefs. They may also claim damages/compensation for fraudulent/unlawful/wrongful acts from or against the company / directors / auditors / experts / advisors etc. Some of the actions that can be taken are as under:- Restrain company from any act which is ultra vires the AOA / MOA Restrain company for breach of provisions of MOA / AOA, Act or any other law Declare a resolution void if material facts are not provided Restrain company/ directors from acting on such resolutions Restrain company from taking action contrary to any resolution passed by shareholders Claim damages or compensation or demand any other suitable action Seek other remedies as Tribunal may deem fit This is for your information please. Signed Company Secretary