WHEREAS the Chairman tabled before the Board a scheme of expansion and diversification with a detailed project report showing requirement of finance and in view of substantial capital outlay involved in the said project, AND WHEREAS it was unanimously decided to convert the company into a public company by altering the provisions of the articles relating to restriction for invitation to public and number of members pursuant to clause (iii) of sub-section (1) of section 3 of the Companies Act and in particular by deleting article……… of the Articles of Association of the company subject to the approval of the company in a General Meeting by a Special Resolution;
NOW THEREFORE it was resolved that draft of prospectus dated the……, 2000……. Making an offer of 5,000 equity shares of Rs. 100 each to the public for subscription at par as observed by SEBI and initialed by the Chairman in authentication thereof, be and is hereby approved and adopted, and that the prospectus as approved be signed by all the Directors named therein and filed with the Registrar of Companies, Rajasthan, before the day of its publication under section 60 of the Companies Act, 1956, and that the Secretary be instructed to publish and distribute the prospectus.
RESOLVED further that the proposals for conversion of the company into a public limited company be tabled before the members at an Extraordinary General Meeting to be held on ……., the………, 2000….., at……….. a.m./p.m. at the registered office of the company, and a draft Notice convening such Extraordinary General Meeting of the members, as signed by the chairman hereof, be and is hereby approved and the Secretary of the company be and is hereby instructed to circulate the `Notice’ of the meeting to the members of the company in compliance with the provisions of section 171 of the Companies Act, 1956."
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