Background & Facts of the matter

XYZ Ltd's 25 th Annual General Meeting (AGM) is fixed for 25 th May, 2021 at 11.00 AM. The

AGM will be held at Kamani Auditorium, New Delhi inter-alia to adopt the Financial Statements

of the Company for the financial year ended 31 st March, 2021. The Company's Board of

Directors have 9 directors out of which 6 (namely A,B,C,D,E and F) are liable to retire by

rotation and rest three X,Y and Z are not labile to retire by rotation.

The Company's auditors are NMK & Partners LLP, Chartered Accountants, whose term also

ends at the conclusion of this 25 th AGM and the Directors have recommended their re-

appointment.

The Board of Directors have recommended a dividend of Rs.2/- per share.

The Board of Directors also recommended the following actions for the approval of

shareholders:

1. Approval by way of Special resolution, the Alteration of Articles of Association by inserting a

new Article after article no 4 as under:

" The Chairman of the Board will always be the Chairman of all the General Meetings of the Company"

2. Approval by way of Ordinary Resolution for ratification of fees of Cost Auditors JKL & Associates,

Cost Accountants as Rs. 20000/- for the Financial year 2020-21to audit the cost records of the

Company

Using the above facts, kindly draft a Notice of the 25 th AGM giving the explanatory

statements wherever required. The notice will be issued by its Company Secretary Mr. P,

who has been authorised by the Board.