Conversion Docs

24th November 2023
SPECIAL RESOLUTION
CONVERSION OF TALENTBOAT CONSULTANCY (OPC) PRIVATE LIMITED TO PRIVATE LIMITED

COMPANY
WHEREAS, pursuant to the provisions of Sections 18 of the Companies Act, 2013, the Board of
Directors of Talentboat Consultancy (OPC) Private Limited ("the Company") has deemed it beneficial
to convert the Company from a One Person Company (OPC) to a Private Limited Company.
NOW, THEREFORE, BE IT RESOLVED THAT:
1. The Company be and is hereby converted from a One Person Company (OPC) to a Private Limited
Company in accordance with the provisions of the Companies Act, 2013.
2. The name of the Company be changed to 'Talentboat Consultancy Private Limited' or such other
name as may be approved by the Registrar of Companies.
3. The existing Memorandum and Articles of Association of the Company be altered and amended to
conform with the provisions applicable to a private limited company, and the same shall be submitted
to the concerned Registrar of Companies for approval.
4. Ms. Mayuri Arora, the current shareholder cum director, continues to hold 1000 equity shares of Rs.
10 each, and Mr. Chetan Vekaria is hereby appointed as a new shareholder cum director, holding
1000 equity shares of Rs. 10 each. The necessary changes shall be made in the Register of Members
and other relevant records of the Company.
5. Ms. Mayuri Arora and Mr. Chetan Vekaria are hereby authorized as the director of the Company.
6. Ms. Mayuri Arora, the director of the Company be and is hereby authorized to take all such steps
and actions and sign all documents, applications, and forms as may be necessary or expedient to
give effect to the conversion.
7. Ms. Mayuri Arora be and is hereby authorized to collect the Certificate of Incorporation and other
relevant documents from the concerned Registrar of Companies upon completion of the conversion
process.
8. The Board of Directors be and is hereby authorized to do all such acts, deeds, matters, and things
as it may, in its absolute discretion, deem necessary, proper, or desirable for the purpose of giving
effect to the conversion.
9. The Board of Directors be and is hereby authorized to settle any questions or difficulties that may
arise in regard to the conversion and to make any modifications or alterations to the documents and
actions referred to herein, which may be required by the Registrar of Companies or otherwise, and to
generally do all such acts, deeds, matters, and things as it may, in its absolute discretion, deem
necessary, proper, or desirable for the purpose of giving effect to the conversion.
This resolution is hereby passed as a Special Resolution at the EGM of Talentboat Consultancy
(OPC) Private Limited on 24th November 2023.
For and on behalf of the Board of Directors of

Talentboat Consultancy (OPC) Private Limited
Mayuri Arora
Director
DIN: 09612912
EXPLANATORY STATEMENT UNDER SECTION 102
CONVERSION OF TALENTBOAT CONSULTANCY (OPC) PRIVATE LIMITED TO PRIVATE LIMITED

COMPANY
Dear Members,
In accordance with the provisions of Section 102 of the Companies Act, 2013, and the applicable
rules, the Board of Directors hereby provides the following explanatory statement in respect of the
Special Resolution proposed for the conversion of Talentboat Consultancy (OPC) Private Limited ("the
Company") to a Private Limited Company:
Item 1: Conversion from OPC to Private Limited Company
The Board of Directors proposes to convert the Company from a One Person Company (OPC) to a
Private Limited Company, in accordance with Sections 18 and 14 of the Companies Act, 2013. The
objective of this conversion is to facilitate business expansion and accommodate a new shareholder.
Item 2: Change of Name
As part of the conversion, the Company's name will be changed to 'Talentboat Consultancy Private
Limited' or such other name as may be approved by the Registrar of Companies.
Item 3: Alteration of Memorandum and Articles of Association
The existing Memorandum and Articles of Association of the Company will be altered and amended to
align with the provisions applicable to a private limited company. The revised documents will be
submitted to the concerned Registrar of Companies for approval.
Item 4: Appointment of New Shareholder and Director
Ms. Mayuri Arora, the current shareholder cum director, will continue to hold 1000 equity shares of Rs.
10 each. Mr. Chetan Vekaria is proposed to be appointed as a new shareholder cum director, holding
1000 equity shares of Rs. 10 each. This addition aims to strengthen the leadership and governance of
the Company.
Item 5: Authorization for Compliance and Implementation
The Board seeks authorization to take all necessary steps and actions, including signing documents,
applications, and forms, to ensure the smooth and lawful conversion process. The Board is also
seeking authorization to collect the Certificate of Incorporation and other relevant documents from the
concerned Registrar of Companies.
Item 6: General Authorization
The Board seeks general authorization to address any questions, difficulties, or modifications that
may arise during the conversion process. This includes making alterations to documents and actions
as required by the Registrar of Companies or otherwise.
The Members are requested to consider and, if thought fit, to pass with or without modification(s) the
proposed Special Resolution as set out in the notice convening the general meeting.
For and on behalf of the Board of Directors of

Talentboat Consultancy (OPC) Private Limited
Mayuri Arora
Director
DIN: 09612912

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24th November 2023

CONVERSION OF TALENTBOAT CONSULTANCY (OPC) PRIVATE LIMITED TO PRIVATE LIMITED

NOW, THEREFORE, BE IT RESOLVED THAT:

For and on behalf of the Board of Directors of

CONVERSION OF TALENTBOAT CONSULTANCY (OPC) PRIVATE LIMITED TO PRIVATE LIMITED

Item 1: Conversion from OPC to Private Limited Company

Item 2: Change of Name

Item 3: Alteration of Memorandum and Articles of Association

Item 4: Appointment of New Shareholder and Director

Item 5: Authorization for Compliance and Implementation

Item 6: General Authorization

For and on behalf of the Board of Directors of

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