To consider and adopt the audited financial statements of the Company for the financialyear ended 31st March 2015 including the Balance Sheet Profit & Loss Account andreport of the Board of Directors and Auditors thereon.
To consider and if thought fit to pass with or without modification(s) the followingresolution as an ordinary resolution:
"RESOLVED that M/s. Brahmayya & Co. Chartered Accountants bearingRegistration No.000513S be and are hereby reappointed as statutory Auditors of theCompany to hold office from the conclusion of this Annual General Meeting until theconclusion of the next Annual General Meeting at such remuneration to be fixed by theBoard of Directors of the Company."
APPOINTMENT OF Dr. B. NEETA KUMARI AS ADDITIONAL DIRECTOR OF THE COMPANY:
To consider and if thought fit to pass with or without modification(s) the followingresolution as an ordinary resolution for regularization of Additional Director Dr. B.Neeta Kumari.:
"RESOLVED that Dr. B Neeta Kumari who was appointed as an Additional Directorwith effect from 30th March 2015 on the Board of the Company in terms of Section 161 ofthe Companies Act 2013 and Articles of Association of the Company who hold this officeupto the date of this Annual General Meeting and in respect of whom a Notice has beenreceived from a member in writing under section 160 of the Companies Act 2013 along withrequisite deposit proposing her candidature for office of the Director be and ishereby appointed as Director of the Company."
TRANSACTIONS WITH RELATED PARTIES:
To consider and if thought fit to pass with or without modifications the followingresolution as special resolution:
"RESOLVED that pursuant to provision(s) of section 188 and other applicableprovisions if any of the Companies Act 2013 the consent of the members of the Companybe and is hereby accorded to the Board of Directors to enter into any contract orarrangements with related party M/s. Oxeeco Technologies Private Limited with respect toleasing of office building of 3250 sft. aggregating to Rs.66550/- per month for a periodof three years with 10% increase per annum."
"RESOLVED FURTHER 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 out ofand incidental thereto and to sign and execute all deeds documents that may be requiredon behalf of the Company and generally to do all acts deeds matters and things that maybe necessary or incidental thereto for the purpose of giving effect to thisresolution."
ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION OF THE COMPANY:
To Consider and if thought fit to pass the following resolution with or withoutmodification(s) as an ordinary resolution:
"RESOLVED that pursuant to provisions of Section 14 and other applicableprovisions if any of the Companies Act 2013 (including any amendments thereof andre-enactments thereof) the Articles of the Association of the Company be and are herebyaltered by replacing all the existing Regulations 1 to 161 with the new Regulations 1 to133 a copy of this is annexed to the explanatory statement be and is hereby adopted asnew Regulations and the Articles of Association of the Company.
"RESOLVED FURTHER that for the purpose of giving effect to this resolution Mr.Sreedhar Chowdhury (DIN: 00188924) Managing Director of the Company be and is herebyauthorized on behalf of the Company to do all acts deeds matters and things as deemednecessary proper or desirable and to file sign and execute all necessary documentsapplications and returns for the purpose giving effect to the aforesaid resolution alongwith filing necessary e- form with the Registrar of Companies."
| ||By order of the Board of Directors of |
| ||INCON ENGINEERS LIMITED |
|Place: Hyderabad ||SREEDHAR CHOWDHURY |
|Date: 27.05.2015 ||MANAGING DIRECTOR |