1. To receive, consider and adopt the Financial Statements for the period ended 30th
June, 2015 including Audited Balance Sheet as at 30th June, 2015 and the Statement of
Profit and Loss for the period ended on that date together with the Reports of the Board
of Directors and Auditors thereon.
2. To appoint a Director in place of Ms.Rita Gupta (DIN:00899240) who retires by
rotation and being eligible offers herself for re-appointment.
3. To ratify the appointment of Statutory Auditors to hold office from the conclusion
of this Annual General Meeting until the conclusion of the next Annual General Meeting and
to authorise the Board of Directors to fix their remuneration. M/s. S.D. Chopra &
Associates (FRN No 003789N), Chartered Accountants the Auditors are eligible for
reappointment and in this regard to consider and, if thought fit, to pass, with or without
modification(s), the following as an Ordinary Resolution "RESOLVED that pursuant to
the provisions of Section 139 and all other applicable provisions of the Companies Act,
2013 (the "Act") read with Rule 3(7) of the Companies (Audit and Auditors)
Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time
being in force), the Company hereby ratifies the appointment of M/s. S.D.Chopra &
Associates , Chartered Accountants (Firm Registration No. 003789N), as the Statutory
Auditors of the Company to hold office from the conclusion of the 23rd Annual
General meeting until the conclusion of the 24 th Annual General Meeting on such
remuneration as may be determined by the Board of Directors."
SPECIAL BUSINESSES:
4. To approve Borrowing limits of the Company
To consider and if thought fit, to pass with or without modification(s) the following
resolution as a Special Resolution:
"RESOLVED that in supersession of the resolution passed under Section 293(1)(d) of
the Companies Act, 1956 at the Extra Ordinary General Meeting of the Company held on
December 26, 1991 and pursuant to Section 180(1)(c) and other applicable provisions, if
any, of the Companies Act, 2013, as amended from time to time, the consent of the Company
be and is hereby accorded to the Board of Directors of the Company (hereinafter referred
to as the "Board" which term shall include any committee thereof for the time
being exercising the powers conferred on the Board by this Resolution) for borrowing from
time to time, any sum or sums of monies, which together with the monies already borrowed
by the Company (apart from temporary loans obtained or to be obtained from the Company's
bankers in the ordinary course of business), may exceed the aggregate of the paid-up
capital of the Company and its free reserves, that is to say, reserves not set apart for
any specific purpose, provided that the total outstanding amount so borrowed shall not at
any time exceed the limit of Rs. 150 Crore."
"RESOLVED FURTHER that the Board be and is hereby authorized and empowered to
arrange or settle the terms and conditions on which all such monies are to be borrowed
from time to time as to interest, repayment, security or otherwise howsoever as it may
think fit and to do all such acts, deeds and things, to execute all such documents,
instruments and writings as may be required."
5. To approve creation of Charges on the assets of the Company
To consider and, if thought fit, to pass with or without modification, the following
resolution as a Special Resolution:
"RESOLVED that in supersession of the resolution passed under Section 293(1)(a) of
the Companies Act, 1956, at the Extra Ordinary General Meeting of the Company held on
December 26, 1991 and pursuant to Section 180(1)(a) and other applicable provisions, if
any, of the Companies Act, 2013, as amended from time to time, the consent of the Company
be and is hereby accorded to the creation by the Board of Directors of the Company
(hereinafter referred to as the "Board" which term shall include any committee
thereof for the time being exercising the powers conferred on the Board by this
Resolution) of such mortgages, charges and hypothecations as may be necessary on such of
the assets of the Company, both present and future, in such manner as the Board/Committee
of the Board may direct, to or in favour of financial institutions, investment
institutions and their subsidiaries, banks, mutual funds, trusts, other bodies corporate
(hereinafter referred to as the "Lending Agencies") and Trustees for the holders
of debentures/ bonds and/or other instruments which may be issued on private placement
basis or otherwise, to secure rupee term loans/foreign currency loans, debentures, bonds
and other instruments of an outstanding aggregate value not exceeding Rs. 150 Crore
together with interest thereon at the agreed rates, further interest, liquidated damages,
premium on pre-payment or on redemption, costs, charges, expenses and all other moneys
payable by the Company to the Trustees under the Trust Deed and to the Lending Agencies
under their respective Agreements/Loan Agreements/Debenture Trust Deeds entered/to be
entered into by the Company in respect of the said borrowings."
"RESOLVED FURTHER that the Board be and is hereby authorized to finalize with the
Lending Agencies/Trustees, the documents for creating the aforesaid mortgages, charges
and/or hypothecations and to accept any modifications to, or to modify, alter or vary, the
terms and conditions of the aforesaid documents and to do all such acts and things and to
execute all such documents as may be necessary for giving effect to this Resolution.
6. To adopt new set of Article of Association of the company containing regulations in
conformity with the Companies act, 2013 and in this regard to consider and if thought fit,
to pass, with or without modification(s), the following resolution as a special
resolution.
"RESOLVED THAT pursuant to the provisions of section 5 and 14 of Companies Act,
2013 ('the Act'), Schedule I made thereunder, read with the Companies (Incorporation)
Rules, 2014 and all other applicable provisions, if any, of the Act (including any
statutory modification(s) or re-enactment thereof for the time being in force), the new
set of Articles of Association pursuant to the Act primarily based on the Form of Table F
under the Act, be and are hereby approved and adopted as new set of Articles of
Association in the place of existing Articles of Association of the Company.
"RESOLVED FURTHER THAT for the purpose of giving full effect to this resolution,
Board of Directors of the Company be and is hereby authorized on behalf of the Company to
do all such acts, deeds, matters and things as it may, in its absolute discretion, deem
necessary, expedient, proper or desirable and to settle all questions, difficulties or
doubts that may arise in this regard at any stage without requiring the Board to secure
any further consent or approval of the Members of the Company to the end and intent that
they shall be deemed to have given their approval thereto expressly by the authority of
this resolution."
7. To adopt objects clause of Memorandum of Association in conformity with Table A of
Schedule I of Companies Act 2013 and in this regard to consider and if thought fit, to
pass, with or without modification(s), the following resolution as a Special
Resolution:
"RESOLVED THAT in accordance with the provisions of Section 13 and all
other applicable Provisions of the Companies Act, 2013 read with Companies (Incorporation)
Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time
being in force), and subject to approvals, permissions and sanctions from the appropriate
authorities, if any, consent of the members be and is hereby accord to adopt the Object
clause enumerated as Clause III of the Memorandum of Association of the company as
follows:
(i) Part B of the Objects Clause of the Memorandum of Association be titled as 'MATTERS
WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN PART A'.
(ii) Wherever required, to replace the reference to various sections of the Companies
Act, 1956 with the reference to the corresponding sections of Companies Act, 2013 in Part
B of the Objects Clause of Memorandum of Association.
(iii) The existing PART C titled 'OTHER OBJECTS' of the Objects Clause in the
Memorandum of Association be and is hereby deleted.
"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby
authorized to do all acts and take all such steps as may be necessary, proper or expedient
to give effect to this resolution."
8. To appoint Mr. Bhupinder Gupta (DIN:00815271) as a Director and in this regard 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 Sections 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) ,Mr. Bhupinder Gupta
(DIN:00815271) who was appointed as an Additional Director pursuant to the provisions of
Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company
and who holds office up to the date of this Annual General Meeting 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 his candidature for the office of Director, be and is hereby
appointed as a Director of the Company whose office shall be liable to retire by
rotation.."
9. To appoint Mr. Vikas Agarwal (DIN:07306627) as an Independent Director and in this
regard to consider and if thought fit, to pass, with or without modification(s), the
following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the Articles of Association of the Company and the
provisions of Sections 149 & 152 and all other applicable provisions of the Companies
Act, 2013 (the Act) read with Schedule IV of the Companies Act, 2013 and the rules made
thereunder (including any statutory modification(s) or re-enactment thereof for the time
being in force), Mr. Vikas Agarwal (DIN-07306627), be and is hereby appointed as
Non-Executive & Independent Director of the Company who has submitted a declaration
that he meets the criteria for independence as provided in Section 149 (6) of the Act for
a period of five consecutive years whose office shall not be liable to retire by rotation
and the Company has received a notice in writing from a member along with the deposit of
requisite amount under Section 160 and all other applicable provisions of the Companies
Act, 2013 proposing the candidature of Mr. Vikas Agarwal for appointment as Non-Executive
Independent Director of the Company."
10. To appoint Mr. Bhupinder Gupta (DIN:00815271) as Managing Director and in this
regard to consider and if thought fit, to pass, with or without modification(s), the
following resolution as a Special Resolution:
"RESOLVED THAT pursuant to provisions of Sections 196, 197,198 and 203 read with
Schedule V and other applicable provisions , if any of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules , 2014 (including
any statutory modifications or re - enactment(s)thereof for the time being in force) and
or any other law and subject to such consent(s) , approval(s) and permission (s) as may be
necessary in this regards and subject to such conditions as may be imposed by any
authority while granting such consent(s) , approval(s) and permission (s) and as are
agreed to by the Board of Directors (herein after referred as Board in this behalf) ,
consent of the members be and is hereby accorded to the appointment of Mr. Bhupinder Gupta
(DIN:00815271) as Managing Director of the Company for a period of five years (5) w.e.f 23rd
October, 2015 without any remuneration".
"RESOLVED FURTHER THAT as per the recommendation of Nomination and Remuneration
Committee of Directors , the Board of Directors (including any committee thereof) be and
is hereby authorised to do all such acts, deeds , matters and things as may be considered
necessary , desirable or expedient to give effect to this resolution."
Preeti Saxena
Company Secretary.