Omega Interactive Technologies Ltd

ORDINARY BUSINESS :

To receive, consider and adopt the financial statements of the Company which includes the audited Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and Cash flow statement for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 139, 142 and all other relevant provisions of the Companies Act, 2013 and the Rules made thereunder, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the appointment of M/s Sampat Mehta & Associates Chartered Accountants (Firm Registration Number 109038W), as Statutory Auditors of the Company, by resolution passed at the 20th AGM until the conclusion of 23rd AGM, be and is hereby ratified for the balance term and accordingly they continue to hold office from the conclusion of the 21st AGM until the conclusion of the 23rd AGM (subject to ratification of the appointment by the members at every AGM held after this AGM) and that the Board of Directors be and are hereby authorized to fix such remuneration as may be determined by the Audit Committee/Board of Directors in consultation with the Auditors."

SPECIAL BUSINESS :

To consider and, if thought fit, to pass with or without modification(s), if any, the following resolution as an Ordinary Resolution:-

"RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mrs. Subrata Paul, (DIN: 07139577), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 30th March, 2015 and who holds office until the date of the AGM, in the terms of section 161(1) of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of Director alongwith required deposit, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (Five) Consecutive years for a term up to 29th March, 2020, not liable to retire by rotation."

To consider and, if thought fit, to pass with or without modification(s), if any, the following resolution as a Special Resolution:-

"RESOLVED THAT pursuant to the provisions of Section 5 and 14 and all applicable provisions of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) and re-enactment thereof, for the time being in force) , the existing Articles of Association of the Company be and are hereby replaced with the new Articles of Association placed before the members at this meeting and initialed by the Chairman for the sake of identification, and the New Articles of Association be and are hereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in the existing Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company or any other Committee thereof be and is hereby authorized to do all acts, deeds, matter and things and take all such steps as may be necessary, proper or expedient to give effect to the resolution.''