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Universal Office Automation Ltd.

BSE: 523519 Sector: Others
NSE: N.A. ISIN Code: INE951C01012
BSE LIVE 12:00 | 10 Oct Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 3.44
PREVIOUS CLOSE 3.62
VOLUME 1000
52-Week high 5.04
52-Week low 2.67
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.62
Sell Qty 3340.00
OPEN 3.44
CLOSE 3.62
VOLUME 1000
52-Week high 5.04
52-Week low 2.67
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.62
Sell Qty 3340.00

Universal Office Automation Ltd. (UNIVERSALOFFICE) - Chairman Speech

Company chairman speech

1. To receive consider and adopt the Financial Statements for the period ended 30thJune 2015 including Audited Balance Sheet as at 30th June 2015 and the Statement ofProfit and Loss for the period ended on that date together with the Reports of the Boardof Directors and Auditors thereon.

2. To appoint a Director in place of Ms.Rita Gupta (DIN:00899240) who retires byrotation and being eligible offers herself for re-appointment.

3. To ratify the appointment of Statutory Auditors to hold office from the conclusionof this Annual General Meeting until the conclusion of the next Annual General Meeting andto authorise the Board of Directors to fix their remuneration. M/s. S.D. Chopra &Associates (FRN No 003789N) Chartered Accountants the Auditors are eligible forreappointment and in this regard to consider and if thought fit to pass with or withoutmodification(s) the following as an Ordinary Resolution "RESOLVED that pursuant tothe provisions of Section 139 and all other applicable provisions of the Companies Act2013 (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 timebeing in force) the Company hereby ratifies the appointment of M/s. S.D.Chopra &Associates Chartered Accountants (Firm Registration No. 003789N) as the StatutoryAuditors of the Company to hold office from the conclusion of the 23rd AnnualGeneral meeting until the conclusion of the 24 th Annual General Meeting on suchremuneration 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 followingresolution as a Special Resolution:

"RESOLVED that in supersession of the resolution passed under Section 293(1)(d) ofthe Companies Act 1956 at the Extra Ordinary General Meeting of the Company held onDecember 26 1991 and pursuant to Section 180(1)(c) and other applicable provisions ifany of the Companies Act 2013 as amended from time to time the consent of the Companybe and is hereby accorded to the Board of Directors of the Company (hereinafter referredto as the "Board" which term shall include any committee thereof for the timebeing exercising the powers conferred on the Board by this Resolution) for borrowing fromtime to time any sum or sums of monies which together with the monies already borrowedby the Company (apart from temporary loans obtained or to be obtained from the Company'sbankers in the ordinary course of business) may exceed the aggregate of the paid-upcapital of the Company and its free reserves that is to say reserves not set apart forany specific purpose provided that the total outstanding amount so borrowed shall not atany time exceed the limit of Rs. 150 Crore."

"RESOLVED FURTHER that the Board be and is hereby authorized and empowered toarrange or settle the terms and conditions on which all such monies are to be borrowedfrom time to time as to interest repayment security or otherwise howsoever as it maythink fit and to do all such acts deeds and things to execute all such documentsinstruments 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 followingresolution as a Special Resolution:

"RESOLVED that in supersession of the resolution passed under Section 293(1)(a) ofthe Companies Act 1956 at the Extra Ordinary General Meeting of the Company held onDecember 26 1991 and pursuant to Section 180(1)(a) and other applicable provisions ifany of the Companies Act 2013 as amended from time to time the consent of the Companybe 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 committeethereof for the time being exercising the powers conferred on the Board by thisResolution) of such mortgages charges and hypothecations as may be necessary on such ofthe assets of the Company both present and future in such manner as the Board/Committeeof the Board may direct to or in favour of financial institutions investmentinstitutions and their subsidiaries banks mutual funds trusts other bodies corporate(hereinafter referred to as the "Lending Agencies") and Trustees for the holdersof debentures/ bonds and/or other instruments which may be issued on private placementbasis or otherwise to secure rupee term loans/foreign currency loans debentures bondsand other instruments of an outstanding aggregate value not exceeding Rs. 150 Croretogether with interest thereon at the agreed rates further interest liquidated damagespremium on pre-payment or on redemption costs charges expenses and all other moneyspayable by the Company to the Trustees under the Trust Deed and to the Lending Agenciesunder their respective Agreements/Loan Agreements/Debenture Trust Deeds entered/to beentered into by the Company in respect of the said borrowings."

"RESOLVED FURTHER that the Board be and is hereby authorized to finalize with theLending Agencies/Trustees the documents for creating the aforesaid mortgages chargesand/or hypothecations and to accept any modifications to or to modify alter or vary theterms and conditions of the aforesaid documents and to do all such acts and things and toexecute 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 inconformity with the Companies act 2013 and in this regard to consider and if thought fitto pass with or without modification(s) the following resolution as a specialresolution.

"RESOLVED THAT pursuant to the provisions of section 5 and 14 of Companies Act2013 ('the Act') Schedule I made thereunder read with the Companies (Incorporation)Rules 2014 and all other applicable provisions if any of the Act (including anystatutory modification(s) or re-enactment thereof for the time being in force) the newset of Articles of Association pursuant to the Act primarily based on the Form of Table Funder the Act be and are hereby approved and adopted as new set of Articles ofAssociation in the place of existing Articles of Association of the Company.

"RESOLVED FURTHER THAT for the purpose of giving full effect to this resolutionBoard of Directors of the Company be and is hereby authorized on behalf of the Company todo all such acts deeds matters and things as it may in its absolute discretion deemnecessary expedient proper or desirable and to settle all questions difficulties ordoubts that may arise in this regard at any stage without requiring the Board to secureany further consent or approval of the Members of the Company to the end and intent thatthey shall be deemed to have given their approval thereto expressly by the authority ofthis resolution."

7. To adopt objects clause of Memorandum of Association in conformity with Table A ofSchedule I of Companies Act 2013 and in this regard to consider and if thought fit topass with or without modification(s) the following resolution as a SpecialResolution:

"RESOLVED THAT in accordance with the provisions of Section 13 and allother applicable Provisions of the Companies Act 2013 read with Companies (Incorporation)Rules 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force) and subject to approvals permissions and sanctions from the appropriateauthorities if any consent of the members be and is hereby accord to adopt the Objectclause enumerated as Clause III of the Memorandum of Association of the company asfollows:

(i) Part B of the Objects Clause of the Memorandum of Association be titled as 'MATTERSWHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN PART A'.

(ii) Wherever required to replace the reference to various sections of the CompaniesAct 1956 with the reference to the corresponding sections of Companies Act 2013 in PartB of the Objects Clause of Memorandum of Association.

(iii) The existing PART C titled 'OTHER OBJECTS' of the Objects Clause in theMemorandum of Association be and is hereby deleted.

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorized to do all acts and take all such steps as may be necessary proper or expedientto give effect to this resolution."

8. To appoint Mr. Bhupinder Gupta (DIN:00815271) as a Director and in this regard toconsider and if thought fit to pass with or without modification(s) the followingresolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149 152 read with ScheduleIV and all other applicable provisions of the Companies Act 2013 and the Companies(Appointment and Qualification of Directors) Rules 2014 (including any statutorymodification(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 ofSection 161(1) of the Companies Act 2013 and the Articles of Association of the Companyand who holds office up to the date of this Annual General Meeting and in respect of whomthe Company has received a notice in writing under Section 160 of the Companies Act 2013from a member proposing his candidature for the office of Director be and is herebyappointed as a Director of the Company whose office shall be liable to retire byrotation.."

9. To appoint Mr. Vikas Agarwal (DIN:07306627) as an Independent Director and in thisregard to consider and if thought fit to pass with or without modification(s) thefollowing resolution as a Special Resolution:

"RESOLVED THAT pursuant to the Articles of Association of the Company and theprovisions of Sections 149 & 152 and all other applicable provisions of the CompaniesAct 2013 (the Act) read with Schedule IV of the Companies Act 2013 and the rules madethereunder (including any statutory modification(s) or re-enactment thereof for the timebeing in force) Mr. Vikas Agarwal (DIN-07306627) be and is hereby appointed asNon-Executive & Independent Director of the Company who has submitted a declarationthat he meets the criteria for independence as provided in Section 149 (6) of the Act fora period of five consecutive years whose office shall not be liable to retire by rotationand the Company has received a notice in writing from a member along with the deposit ofrequisite amount under Section 160 and all other applicable provisions of the CompaniesAct 2013 proposing the candidature of Mr. Vikas Agarwal for appointment as Non-ExecutiveIndependent Director of the Company."

10. To appoint Mr. Bhupinder Gupta (DIN:00815271) as Managing Director and in thisregard to consider and if thought fit to pass with or without modification(s) thefollowing resolution as a Special Resolution:

"RESOLVED THAT pursuant to provisions of Sections 196 197198 and 203 read withSchedule V and other applicable provisions if any of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modifications or re - enactment(s)thereof for the time being in force) andor any other law and subject to such consent(s) approval(s) and permission (s) as may benecessary in this regards and subject to such conditions as may be imposed by anyauthority while granting such consent(s) approval(s) and permission (s) and as areagreed 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 23rdOctober 2015 without any remuneration".

"RESOLVED FURTHER THAT as per the recommendation of Nomination and RemunerationCommittee of Directors the Board of Directors (including any committee thereof) be andis hereby authorised to do all such acts deeds matters and things as may be considerednecessary desirable or expedient to give effect to this resolution."

Preeti Saxena

Company Secretary.