Priya Ltd. has passed a resolution in the general meeting of the company for alteration of articles of association, thereby adopting new set of articles of association by following the statutory procedure in accordance w

Specimen of the Special Resolution: "RESOLVED THAT the Regulations contained in the document submitted for consideration and approval of this meeting, and initialed by the Chairman of the meeting for the purpose of identification, be and are hereby approved and adopted as the Articles of Association of the company in substitution for, and to the exclusion of, the present Articles of Association of the company." Specimen of an Explanatory Statement for the Special Business of an Alteration of Articles of Association of the Company pursuant to the provisions of section 102(1) of the Companies Act, 2013: The present Articles of Association of the company were adopted in..... They were based on the Companies Act, 1956, as amended till that point of time. The Act has since been amended several times. Moreover, certain other Acts have affected various provisions of the Companies Act, 2013. The directors of the company believe that it is desirable that the articles of association of the company be revised so that they fully reflect not only the law governing the company and rules and regulations made thereunder, but is also in conformity with modern secretarial practices and complies with the requirements of the listing agreements of the stock exchanges on which the company's shares are listed. Since the proposed alterations, deletions, insertions etc. to the present articles of association are numerous, it is more convenient to adopt an altogether new set of articles of association incorporating all the proposed alterations. Your directors recommend the proposed resolution for your consideration and adoption of the new set of Articles of Association of the company to replace the existing Articles of Association of the Company. A copy of the existing Articles of Association is available at the registered office of the company for the inspection of any member during office hours on all working days. None of the directors, Key Managerial Personnel and their relatives are interested in passing of the proposed resolution except to the extent of their shareholding.