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Chokhani International Ltd.

BSE: 523246 Sector: Others
NSE: CHOKAINTL ISIN Code: INE772F01015
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Chokhani International Ltd. (CHOKAINTL) - Chairman Speech

Company chairman speech

To receive consider and adopt the audited Financial Statements of the Company for thefinancial year ended 31st March 2015 together with the Reports of the Board ofDirectors and Auditors thereon.

To re-appoint the Auditors and to fix their remuneration To consider and if thoughtfit to pass with or without modification following resolution as an ordinary resolution:

"RESOLVED THAT pursuant to the provisions of Sections 139 and 142 of theCompanies Act 2013 read with Companies (Audit and Auditors) Rules 2014 (including anystatutory modification(s) or reenactment thereof for the time being in force) M/s B KShroff & Co. Chartered Accountant New Delhi (Firm Registration No- 302166E) be andis hereby re-appointed as the Auditor of the company from the conclusion of this AnnualGeneral Meeting till the conclusion of the next Annual General Meeting of the company atsuch remuneration as shall be fixed by the Board of Directors of the company in mutualconsultation with the Auditors."

SPECIAL BUSINESS:

Ordinary Resolution:

To consider and if thought fit to pass the following resolution with or withoutmodification(s) as an Ordinary Resolution:

RESOLUTION FOR REGULARIZATION OF MR. ADITYA TULSHAN AS INDEPENDENT DIRECTOR

"RESOLVED THAT pursuant to provision of Sections 149 152 and 161 read withrules made thereunder (including any statutory modifications and re-enactments thereof forthe time being in force) and Schedule IV (Code for the Independent Directors) of theCompanies Act 2013 and clause 49 of the Listing Agreement the consent of the Company beand is hereby accorded to regularize appointment of Mr. Aditya Tulshan (DIN 06797682)

as an Independent Director of the Company who has given his declaration to act as anIndependent Director who is not liable to retire by rotation and in respect of whom theCompany has received a notice in writing under Section 160 of the Companies Act 2013 froma member proposing appointment of Mr. Aditya Tulshan as Director who shall hold theoffice upto 10th April 2019 subject to approval of shareholders in theforthcoming Annual General Meeting at which his tenure as an Additional Director willexpire."

To consider and if thought fit to pass the following resolution with or withoutmodification(s) as an Ordinary Resolution :

RESOLUTION FOR REGULARIZATION OF MRS. LAKSHMI DEVI CHOKHANI AS INDEPENDENT DIRECTOR

"RESOLVED THAT pursuant to provision of Section 149 152 and 161 read withrules made thereunder (including any statutory modifications and re-enactments thereof forthe time being in force) and Schedule IV (Code for the Independent Directors) of theCompanies Act 2013 and clause 49 of the Listing Agreement the consent of the Company beand is hereby accorded to regularize appointment of Mrs. Lakshmi Devi Chokhani (DIN01060489) as an Independent Director of the company who has given her declaration to actas an Independent Director who is not liable to retire by rotation and in respect of whomthe Company has received a notice in writing under Section 160 of the Companies Act 2013from a member proposing appointment of Mrs. Lakshmi Devi Chokhani as Director who shallhold the office upto 10th of April 2019 subject to approval of shareholders inthe forthcoming Annual General Meeting at which his tenure as an Additional Director willexpire."

To consider and if thought fit to pass the following resolution with or withoutmodification(s) as an Ordinary Resolution:

APPOINTMENT OF MRS. REKHA SURESH GOENKA AS A NON- EXECUTIVE DIRECTOR LIABLE TO RETIREBY ROTATION

"RESOLVED THAT Mrs. Rekha Suresh Goenka (DIN 07027109) who was appointed asan Additional Director of the Company with effect from 24th November 2014 bythe Board of Directors of the Company in pursuance of section 161 of the Companies Act2013 Clause 49 of Listing Agreement and any other applicable laws in force the consentof the Company be and is hereby accorded for appointment of Mrs. Rekha Suresh Goenka as anNon Executive Woman Director of the Company who is liable to retire by rotation."

SPECIAL RESOLUTION :

To consider and if thought fit to pass the following resolution with or withoutmodification(s) as Special Resolution :

AUTHORIZATION FOR RELATED PARTY TRANSACTIONS :

"RESOLVED THAT pursuant to the provisions of Section 188 and all otherapplicable provisions if any of the Companies Act 2013 (the 'Act') and subject to suchapprovals consents sanctions and permissions as may be necessary consent of the membersof the Company be accorded to the Board of Directors of the Company to enter intocontracts and/or agreements with Related Parties as defined under the Act with respect tosale purchase or supply of any goods or materials selling or otherwise disposing of orbuying leasing of property of any kind availing or rendering of any servicesappointment of agent for purchase or sale of goods materials services or property orappointment of such related party to any offence or place of profit in the Company or itssubsidiary or associate Company or any other transaction of whatever nature with relatedparties.

FURTHER RESOLVED THAT the Board of Directors of the Company be and is herebyauthorized to take such steps as may be necessary for obtaining approvals statutorycontractual or otherwise in relation to the above and to settle all matters arising outof and incidental thereto and to sign and execute all deeds applications documents andwritings that may be required on behalf of the Company and generally to do all actsdeeds matters and things that may be necessary proper expedient or incidental theretofor the purpose of giving effect to this Resolution.

FURTHER RESOLVED THAT the Board of Directors of the Company be and is herebyauthorized to determine the actual sums to be involved in the proposed transactions andthe terms & conditions related thereto and other matters arising out of or incidentalto the proposed transactions and generally to do all acts deeds matters and things thatmay be necessary proper expedient or incidental thereto for the purpose of giving effectto this Resolution."

To consider and if thought fit to pass the following resolution with or withoutmodification(s) as Special Resolution :

TO INCREASE IN BORROWING POWERS IN EXCESS OF PAID-UP CAPITAL AND FREE RESERVES

"RESOLVED THAT pursuant to provisions of Section 180 (1)(c) & 180(2) ofthe Companies Act

2013 (as applicable and as may be amended from time to time) and other applicableprovisions if any of the Companies Act 2013 the Board of the Directors be and ishereby authorized to borrow and avail for funding expansion and / or operational plans andmeeting other funding requirements of the Company from time to time the credit facilitiesand/or any sum or sums of money at its discretion either from the Company's Banks or anyother Banks financial institutions NBFC's or any other entities or person(s) on suchterms and conditions as may be considered suitable by the Board of Directors upto a limitnot exceeding in aggregate Rs.100 Crores (Rupees one Hundred Crore) notwithstanding thatthe money to be borrowed together with the money already borrowed by the Company mayexceed aggregate of its paid up share capital and free reserves apart from temporary loansobtained from the Company's Bankers in the ordinary course of business."

FURTHER RESOLVED THAT the consent of the Company be and is hereby accorded to theBoard of Directors of the Company in terms of Section 180 (1)(a) of the Companies Act2013 and other applicable provisions if any of the Companies Act 2013 for mortgagingand/ or charging all or any of the movable or immovable assets both present and future ofthe Company for securing the loans to be availed together with the interest costscharges expenses and any other money payable by the Company.

FURTHER RESOLVED THAT the mortgage/ charges created/ to be created and allagreements/ documents executed/ to be executed and all acts done in terms of the aboveResolution by and with the authority of the Board of Directors be and are hereby confirmedand ratified.

FURTHER RESOLVED THAT Board of Directors of the Company or any Committee thereof beand are hereby authorized to do all such acts deeds matters and things as considerednecessary or expedient and to delegate all or any of the powers vested in the Board to anyDirector(s) or Officer(s) of the Company as may be required to give effect to thisResolution."

By the order of the Board of Directors
For Chokhani International Limited
Place : New Delhi Jagdish Prasad Chokhani
Date : 13-08-2015 Managing Director
DIN No. 00304040

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