Notice is hereby given that the Fourth Annual General Meeting of the members of DynaconsTechnologies Limited will be held on Monday, 30th day of September, 2013 at 3.30 P.M.at Karl Residency, 36, Lallubhai Park Road, Andheri (West), Mumbai 400058 to transact thefollowing business:
1. To receive, consider and adopt the Audited Balance Sheet as on March 31, 2013 andProfit & Loss Account for the year ended on that date together with Reports of theDirectors and Auditors thereon.
2. To appoint a Director in place of Mr. Viren Shah who retires by rotation and beingeligible, offers himself for re-appointment.
3. To appoint Auditors to hold office fro m the conclusion of this meeting until theconclusion of next Annual General Meeting and to fix their remuneration.
4. To consider and if thought fit to pass, with or without modifications, the followingresolution as Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 94, 97 and otherapplicable provisions, if any, of the Companies Act, 1956, the consent of the Company beand is hereby accorded that the Authorized Share Capital of the Company be and is herebyincreased from 6,00,00,000/- (Rupees Six Crores only) to 8,00,00,000/- (Rupees EightCrores only) by creation of further 2,00,00,000 equity shares of 1/-(Rupee One only) eachranking pari passu with the existing equity shares of the Company, with a power of Companyto increase, reduce or modify the capital and to divide all or any of the shares in thecapital of the company, for the time being, and to classify or reclassify such shares fromshares of one class into shares of other class or classes and to attach theretorespectively such preferential, deferred, qualified or other special rights, privileges,conditions or restrictions as may be determined by the Company in accordance with theArticles of Association of the Company and to vary, modify or abrogate any such rights,privileges, conditions, or restrictions, in such manner and by such persons as may, forthe time being, be permitted under the provisions of Articles of Association of theCompany or legislative provisions for the time being in force for that behalf.
RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, theBoard be and is hereby authorized to do all such acts, deeds, matters and things as it mayin its absolute discretion deem necessary, proper or desirable and further to do all suchacts, deeds and things and to file any such forms and execute all documents and writingsas may be necessary, proper, desirable or expedient to give effect to thisresolution."
5. To consider and if thought fit to pass, with or without modifications, the followingresolution as Ordinary Resolution:
"RESOLVED THAT the existing Clause V of the Memorandum of Association of theCompany be altered and substituted by the following new clause:
"V. The Authorized Share Capital of the Company is 8,00,00,000/- (Rupees EightCrores only) divided into 8,00,00,000 equity shares of 1/-(Rupee One only) each with suchordinary privileges and other conditions attaching thereto as may be provided by theArticles of the Company for the time being in force with power to increase its sharecapital by such amount as it thinks expedient by issuing Equity Shares, consolidate anddivide all or any of its share capital into shares of larger amount than its existingshares, convert all or any of its fully paid-up shares into stock and reconvert that stockinto fully paid-up shares of any denomination, subdivide its shares, or any of them, intoshares of smaller amount than is fixed by the memorandum, so however, that in thesub-division the proportion between the amount paid and the amount, if any, unpaid on eachreduced share shall be the same as it was in the case of the share from which the reducedshare is derived, cancel shares which, at the date of passing of the resolution in thatbehalf, have not been taken or agreed to be taken by any person, and diminish the amountof its share capital by the amount of the shares so cancelled."
6. To consider and if thought fit to pass, with or without modifications, the followingresolution as Special Resolution:
"RESOLVED THAT pursuant to applicable provisions of the Foreign ExchangeManagement Act, 1999 (FEMA), the Companies Act, 1956, the Securities Contract RegulationsAct, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009, (SEBI (ICDR) Regulations), SEBI Takeover Regulations and rules andregulations related to the said statutes framed thereunder and all other applicable Rules,Regulations, Guidelines and laws (including any statutory modification or re-enactmentthereof for the time being in force) and the compliance thereof, the consent of theCompany be and is hereby accorded for investments by Foreign Institutional Investors(hereinafter referred to as "the FIIs") including their sub-accounts and NonResident Indians/ Persons of Indian Origins (hereinafter referred to as NRIs/PIOs) underthe Foreign Direct Investment Scheme under automatic route in the shares of the Company,by purchase or acquisition from the market, upto 75 per cent of the paid up equity sharecapital of the Company respectively." "RESOLVED FURTHER THAT the Board ofDirectors or a Committee thereof be and is hereby authorized to do all such acts, deeds& things as may be necessary, proper and expedient for the purpose of giving effect tothis resolution and for the matters connected therein or incidental thereto."
7. To consider and if thought fit to pass, with or without modifications, the followingresolution as Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 81 (1A) and all otherapplicable provisions of the Companies Act, 1956 (Companies Act), if any including anystatutory modification(s) or re-enactment thereof, for the time being in force, variousrules, circulars, press notes, clarification issued by Foreign Investment Promotion Board,the provisions of Foreign Exchange Management Act, 1999 and rules and regulations framedthere under and subject to the provisions of Chapter VII of the Securities and ExchangeBoard of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, (SEBI(ICDR) Regulations), as in force and subject to other applicable rules, regulations andguidelines of Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI)and the stock exchanges where the shares of the Company are listed (Stock Exchanges) andenabling provisions of the Memorandum and Articles of Association of the Company and thelisting agreements entered into between the Company and the Stock Exchanges and subject torequisite approvals, consents, permissions and/or sanctions if any, of SEBI, the StockExchanges and other appropriate authorities, including RBI, as may be required and subjectto such conditions as may be prescribed by any of them while granting any such approvals,consents, permissions, and/or sanctions and which may be agreed to by the Board ofDirectors of the Company (hereinafter referred to as the 'Board' which term shall bedeemed to include any committee which the Board may have constituted or hereinafterconstitute to exercise one or more of its power including the powers conferred hereunder),the consent of the Company be and is hereby given to create, offer, issue and allot uptoan aggregate of 1,90,00,000 (One Crore Ninety Lacs) equity shares of face value of 1/-each (each an "Equity Share" and collectively the "issue Shares") at aprice of 1/- per equity share , to be issued and allotted at par, on a preferentialallotment basis, to Mr. Aron Govil, NRI, resident of 19, Engineers Lane, Farmingdale, NewYork-11735 at such time or times and on such terms and conditions and in such manner asmay be decided by the Board in this connection.
RESOLVED FURTHER THAT the Relevant Date, as per the SEBI (ICDR) Regulations for thedetermination of issue price of the equity shares to be allotted pursuant to thepreferential allotment is fixed as August 30, 2013 i.e. 30 days prior to the date ofshareholders meeting proposed to be held on September 30, 2013, to approve the proposedpreferential issue, in terms of Section 81(1A) of the Companies Act.
RESOLVED FURTHER THAT the equity shares to be allotted to the proposed allotteepursuant to the aforesaid preferential allotment shall rank pari passu in all respectsincluding as to dividend, with the existing fully paid up equity shares of face value of1/- each of the Company, subject to the relevant provisions contained in the Memorandumand Articles of Association of the Company.
RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board/ theCommittee be and is hereby authorized on behalf of the Company to take all actions and doall such acts, deeds, matters and things as it may, in its absolute discretion, deemnecessary, desirable, incidental or expedient to the issue or allotment of aforesaidequity shares and listing of the equity shares to be allotted on preferential allotmentbasis with the stock exchange(s) as appropriate and to resolve and settle all questionsand difficulties that may arise in relation to the proposed issue, offer and allotment ofany of the said equity shares, the utilization of the issue proceeds and to do all acts,deeds and things in connection therewith and incidental thereto as the Board in itsabsolute discretion may deem fit, without being required to seek any further consent orapproval of the members or otherwise to the end and intent that they shall be deemed tohave given their approval thereto expressly by the authority of this resolution.
RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or anyof the powers conferred by this resolution on it, to any Committee of Directors, any otherDirector(s) or officer(s) of the Company to give effect to the aforesaid resolution."
|By Order of the Board of Directors || |
|FOR DYNACONS TECHNOLOGIES LTD. || |
|Shirish M. Anjaria ||Parag J. Dalal |
|Chairman & Managing Director ||Director |
Place : Mumbai
Date : September 4, 2013