_________________________________

___________________________________ ,
NEW DELHI-1100__

NOTICE

Notice is hereby given that an Extra Ordinary General Meeting of the

Members of ‘__________' will be held on ___________, at 3:00 P.M at the
registered office of the company at _____________ to transact the
following business:

SPECIAL BUSINESS

To consider and if thought fit, to pass, with or without modification (s),

the following resolutions as Special Resolution.

1. To consider and if thought fit, to pass the following resolution with or

without modification(s), as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 16, 94 of the

Companies Act, 1956 and other applicable provisions, if any, of the
Companies Act, 1956 (including any statutory modification or re-
enactment thereof for the time being in force) the Authorized Share
Capital of the Company comprising of _________ (Ninety Four Thousand)
Equity Shares of Rs. 10/- each(Rupees Ten Only) and ______ (Seventy
Thousand Six Hundred) Preference Shares of Rs. 100/-each (Rupees
Hundred Only) aggregating to Rs._____/- (Rupees Eighty Lakh Only) be
and is hereby reclassified into _______ (Eight Lakh Only) Equity Shares
of Rs.10/- each (Rupees Ten only) at a premium of Rs. 90 each (Rupees
Ninety Only) aggregating to Rs.______/- (Rupees Eighty Lakh Only).

RESOLVED FURTHER THAT Clause V of the Memorandum of Association

of the Company be substituted with the following:

V. The Authorized Share Capital of the Company is Rs.________/-

(Rupees Eighty Lakh Only) divided into ______ (Eight Lakh Only) Equity
Shares of Rs.10/- each (Rupees Ten only) at a premium of Rs. __/- each
(Rupees Ninety Only)”
RESOLVED FURTHER THAT for the purpose of giving the effect to this
resolution, the Board of Directors or Committee thereof be and are
hereby authorized to take all such steps and actions and give such
directions as may be in its absolute discretion deemed necessary and
settle any question that may arise in this regard.”

ON BEHALF OF THE BOARD

FOR _______________________ LIMITED

DIRECTOR

Date:______
Place: ________

Notes:

1. A member entitled to attend and vote is entitled to appoint a

proxy to attend and vote instead of himself/herself and a proxy
need not be a member of the Company. A proxy form to be
effective should be stamped, completed & signed and to be
deposited at the Registered Office of the Company not less than
forty eight hours before the commencement of the meeting.
2. The Explanatory Statement pursuant to Section 173 (2) of the
Companies Act 1956 in respect of item No. 1 is annexed hereto
and forms part of this notice.
 EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS
OFSECTION 173 (2) OF THE COMPANIES ACT, 1956

The Present Authorized Share Capital of Company consists of Rs.

_______ (Ninety Four Thousand) Equity Shares of Rs. 10/- Each and
______ (Seventy thousand Six Hundred) Preference Shares of Rs. 100/-
each aggregating to Rs._______/- (Rupees Eighty Lakh Only). The Board
of Directors at their Meeting dated March 10, 2010 has unanimously
decided to infuse funds into the Business. The Present Authorized
Share Capital vis-à-vis, the Equity Share Capital is inadequate, in the
event of Rights Issue of shares. Your Board of Directors are of the view,
that instead of increasing the Authorized Share Capital of the
Company, it is prudent to reclassify the existing Preference Shares into
Equity Shares of the Company.

None of the Directors of the company are directly or indirectly

interested or concerned in this resolution.

ON BEHALF OF THE BOARD

FOR ______________________ LIMITED

DIRECTOR

Date:______
Place: ________
CERTIFIED TRUE COPY OF THE MINUTES Of THE EXTRA-
ORDINARY GENERAL MEETING OF THE COMPANY HELD ON
______________________________, AT 3:00 PM AT THE REGISTERED
OFFICE OF THE COMPANY AT
_______________________________________________

RE-CLASSIFICATION OF AUTHORISED PREFERENCE SHARE

CAPITAL INTO AUTHORISED EQUITY:

“RESOLVED THAT pursuant to the provisions of Section 16, 94 of the

Companies Act, 1956 and other applicable provisions, if any, of the
Companies Act, 1956 (including any statutory modification or re-
enactment thereof for the time being in force) the Authorized Share
Capital of the Company comprising of ______ (Ninety Four Thousand)
Equity Shares of Rs. 10/- each(Rupees Ten Only) and ______ (Seventy
Thousand Six Hundred) Preference Shares of Rs. 100/-each (Rupees
Hundred Only) aggregating to Rs._______/- (Rupees Eighty Lakh Only)
be and is hereby reclassified into _______ (Eight Lakh Only) Equity
Shares of Rs.10/- each (Rupees Ten only) at a premium of Rs. 90 each
(Rupees Ninety Only) aggregating to Rs.________/- (Rupees Eighty Lakh
Only).

RESOLVED FURTHER THAT Clause V of the Memorandum of Association

of the Company be substituted with the following:

V. The Authorized Share Capital of the Company is Rs._______/- (Rupees

Eighty Lakh Only) divided into ______ (Eight Lakh Only) Equity Shares of
Rs.10/- each (Rupees Ten only) at a premium of Rs. __/- each (Rupees
Ninety Only)”
RESOLVED FURTHER THAT for the purpose of giving the effect to
this resolution, the Board of Directors or Committee thereof be and are
hereby authorized to take all such steps and actions and give such
directions as may be in its absolute discretion deemed necessary and
settle any question that may arise in this regard.”

ON BEHALF OF THE BOARD

FOR ______________________ LIMITED

DIRECTOR

Date:______
Place: ________