To receive consider and adopt: Audited Standalone and Consolidated Balance SheetProfit and Loss Account and Cash Flow statement for year ended on 31st March2015 and Report of the Directors and Auditors thereon.
To appoint a Director in place of Mr. Mukund Bhardwaj (DIN 05204125) who retires byrotation and being eligible offers himself for re-appointment.
To re-appointment of M/s. Sanjay N. Shah & Co. Chartered Accountants (FRN:124897W) as Statutory Auditor of the Company to hold office from the conclusion of thisAnnual General Meeting until the conclusion of the next Annual General Meeting and toauthorize the Board of Directors or Audit Committee thereof to fix their remuneration.
"RESOLVED THAT pursuant to the provisions of section 139 and otherapplicable provisions of the Companies Act 2013 read with rules made there under(including any statutory modification(s) or re-enactment thereof for the time being inforce Sanjay N. Shah & Co. Chartered Accountants Mumbai (FRN: 124897W) beand are hereby appointed as Auditor of the Company to hold office from the conclusion ofthis (33rd AGM) annual general meeting until the conclusion of (34thAGM) next annual general meeting of the Company on such remuneration as shall be fixed bythe Board of Directors of the Company."
Item no. 4: To Approve Re-Issue/Re-allot 2148490 equity shares of Re.1/- face valuewhich was forfeited from CRB Trustee Limited In A/C of CRB Mutual Fund dated 23rdNovember 2010 due to nonpayment of call money amount despite of 3 notices now as per thedirection and order given by Honorable High Court Delhi the Company propose tore-issue/re-allot the said equity shares to CRB Trustee Limited In A/C of CRB Mutual Fund:
To consider and if thought fit to pass with or without modification(s) the followingresolution as a SPECIAL RESOLUTION:
RESOLVED THAT in accordance with the provisions of Section 62 read withSection 42 and all other applicable provisions of the of Companies Act 2013 (includingany statutory modification(s) or re-enactment thereof for the time being in force) (the"Act) and in accordance with the provisions of the Memorandum and Articles ofAssociation of the Company the listing agreements entered into by the Company with thestock exchanges where the shares of the Company are listed the applicable rulesnotifications guidelines issued by various authorities including but not limited to theGovernment of India the Securities and Exchange Board of India ("SEBI) theReserve Bank of India ("RBI) and other competent authorities and subject to theapprovals permissions sanctions and consents as may be necessary from any regulatory andother appropriate authorities (including but not limited to the SEBI Corporate DebtRestructuring Empowered Group RBI the Government of India etc.) and all such otherapprovals and subject to such conditions and modifications as may be prescribed by any ofthem while granting such approvals permissions sanctions and consents which may beagreed to by the Board of Directors (hereinafter referred to as the "Boardwhich term shall be deemed to include any committee which the Board has constituted or mayconstitute to exercise its powers including the powers conferred by this resolution) theconsent of the Company be and is hereby accorded to the Board to re-issue and re-allot2148490 (Twenty One Lacs Forty Eight Thousand Four Hundred Ninety) Equity Shares of Re.1/- (Rupees One Only) each face value to the CRB Trustee Limited in A/c of CRB Mutual Fundas per the not forming part of the Promoter Group of the Company as per the Orderdeliver by the Honorable High Court Delhi in the matter of forfeiture of equity shares ofCRB Trustee Limited in A/c of CRB Mutual Fund dated 23^d November 2010 CO.APP.13/2014 & CM Nos. 4110 & 14851/2014 Order dated 11th December 2014.The re-issue price of the share will be Re. 1/- each as per the direction of HonorableHigh Court Delhi and on such terms and conditions and in such manner as the Board may inits absolute discretion deem fit to the following entities as mentioned below:
|NAME ||Proposed Allotment ||Allottee is : QIB / MF / FI / Trust / Banks/ Others |
| ||QUANTITY || |
|1 CRB Trustee Ltd. In A/C of CRB Mutual Fund ||2148490 ||Mutual Fund |
RESOLVED FURTHER THAT:
(i) The relevant date is not applicable as the issue price is as per Honorable HighCourt Delhi Order.
(ii) The equity shares allotted in terms of this resolution shall rank pari passu inall respects with the existing equity shares of the Company.
(iii) The Board be and is hereby authorized to decide and approve the other terms andconditions of the issue of equity shares under the guideline of concerned stock exchangelisting agreement & other regulatory authorities and also shall be entitled to varymodify or alter any of the terms and conditions as it may deem expedient without beingrequired to seek any further consent or approval of the Company in a GeneralMeeting."
RESOLVED FURTHER THAT for the purpose of giving effect to any issue orallotment of shares of the Company the Board of Directors & Company Secretary of theCompany be and is hereby authorized on behalf of the Company to take all such actions anddo all such deeds and to sign and file the in-principle approval application listingapplication and trading permission as per the requirement of regulating authorities andstock exchange where the securities of the company are listed and with any otherauthorities matters and things as it may in its absolute discretion deem necessarydesirable or expedient and to settle any question difficulties or doubts that may arisein this regard including but not limited to the offering issue and allotment of equityshares of the Company as it may in its absolute discretion deem fit and proper."
RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate allor any of the powers herein conferred by this resolution to any Director or Directors& Company Secretary of the Company or to any Committee of Directors or to any Officeror Officers of the company to give effect to the aforesaid resolution."
| ||ON BEHALF OF THE BOARD OF DIRECTORS |
|Date: 14th August 2015 ||Sd/- |
| ||Kamal Nayan Sharma |
|Reg. Office: ||Managing Director |
|D-207 Crystal Plaza ||(DIN 03405150) |
|Opposite Infinity Mall || |
|New Link Road || |
|Andheri (W) Mumbai - 400053 || |