To receive consider and adopt the Audited Statement of Profit and Loss for theFinancial Year ended 31st March 2015 the Balance Sheet as at that date andthe reports of the Board of Directors and Auditors thereon.
To appoint a Director in place of Mrs. Chetna Kothari (Din: 01127473) who retires byrotation and is eligible for re-appointment.
To appoint Auditors and fix their remuneration and in this regard to consider and ifthought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act2013 and the Rules made there under M/s. Koshal & Associates (FR No-121233W) CharteredAccountants be and is hereby re-appointed as the Statutory Auditor of the Company to holdoffice from the conclusion of this Meeting until the conclusion of the next Annual GeneralMeeting of the Company on such remuneration as shall be fixed by the Board ofDirectors."
To consider and if thought fit to pass with or without modification(s) the followingresolution as an Ordinary Resolution:
"RESOLVED THAT Mr. Amol Mhatre (DIN: 02923911) who was appointed as an AdditionalDirector pursuant to the provisions of section 161(1) of the Companies Act2013 and theArticles of Association of the Company and who holds office upto the date of this AnnualGeneral Meeting and in respect of whom the Company has received a notice in writing undersection 160 of the Act from a member proposing his candidature for the office of Directorbe and is hereby appointed as a Director of the Company liable to retire byrotation."
To consider and if thought fit to pass with or without modification(s) the followingresolution as a Special Resolution:
"RESOLVED THAT pursuant to Sections 4262 and all other applicable provisions ofthe Companies Act 2013 if any and the rules framed thereunder (including any statutorymodification or re-enactment thereof for the time being in force) (the ''Companies Act'')and subject to such approvals permissions consents and sanctions as may be necessaryfrom the Government of India (GOI) Reserve Bank of India (RBI) the Securities andExchange Board of India(SEBI) and/or any other competent authorities and enablingprovisions of the Memorandum and Articles of Association of the Company the ListingAgreements entered into by the Company with the Stock Exchanges where the shares of theCompany are listed and in accordance with the Issue of Foreign Currency Convertible Bondsand Ordinary Shares (through Depositary Receipt Mechanism) Scheme1993 the guidelinesrules regulations issued by the GOI RBI SEBI and/or any other competent authorities andclarifications thereon issued from time to time and subject to all such other approvalspermissions consents and sanctions as may be necessary and subject to such conditionsand modifications as may be prescribed or imposed by any of them while granting suchapprovals permissions consents and sanctions which may be agreed to by the Board ofDirectors of the Company (which term shall include any Committee constituted / to beconstituted by the Board for exercising the powers conferred on the Board by thisresolution) consent of the Company be and is hereby accorded to the Board to createoffer issue and allot in one or more tranches whether within India or outside Indiawith or without premium whether rupee denominated or denominated in any foreign currencysuch number of Equity/Preference Shares (Cumulative or Non-Cumulative Redeemable orNon-Redeemable) and/or Foreign Currency Convertible Bonds (FCCBs) and/ or Fully/PartiallyConvertible Bonds/Loans or Non Convertible Debentures/Bonds and/or Global DepositoryReceipts (GDRs) and/or American Depository Receipts (ADRs) and/or Qualified InstitutionalPlacements (QIPs) and/or any other Equity and/or Preference or Equity relatedInstrument/Security and/or any other Instruments/Securities in the nature of Shares/Bondsand/or Warrants convertible into Equity Shares at the option of the Company and/or theholder(s) of such Securities and/or Securities linked to Equity Shares and/ or Securitieswith or without Detachable/Non-detachable warrants with a right exercisable by thewarrant- holder to subscribe for the Equity Shares and/or Warrants with an optionexercisable by the warrant-holder to subscribe for Equity Shares and/or any Instrument orSecurities representing either Equity Shares and/or
Convertible Securities linked to Equity Shares naked or otherwise convertible intoshares or otherwise either in Registered or Bearer forms (hereinafter referred to as"Securities") or any combination of the Securities in the International/Domesticmarket upto ' 1250000000/-(Rupees One Hundred Twenty Five Crores only) to Indian orForeign Investors (whether Institutions Incorporated Bodies Mutual Funds and / orIndividuals or otherwise and whether or not such Investors are Members of the Company)Members Employees Nonresident Indians Foreign Institutional Investors (FIIs) QualifiedInstitutional Buyers (QIBs) Companies Mutual Funds Banks Indian/Foreign FinancialInstitutions other entity(ies) and such other persons through public issue(s) privateplacement(s) preferential allotment rights issue qualified institutional placementsexchange of Securities issue of Shares under ESOP Plan Conversion of loan or otherwisein the course of offerings in Indian and/or International Market or in any other manner ora combination thereof at such time or times at such price or prices at a discount or atpar to or at a premium to market price or prices in such manner and on such terms andconditions including Security Rate of Interest Dividend etc. as may be decided anddeemed appropriate by the Board at the time of such issue offer or allotment consideringthe prevailing market conditions and other relevant factors wherever necessary inconsultation with the Lead Managers and/or Underwriters and /or other Advisors to theextent and in the manner as may be decided by the Board in this behalf.
RESOLVED FURTHER THAT in the event of issue of Securities by way of Global DepositoryReceipts and/or American Depository Receipts the 'Relevant Date' on the basis of whichprice of the resultant shares shall be determined as specified under applicable law shallbe the date of the meeting at which the Board or the Committee of Directors dulyauthorized by the Board decided to open the proposed issue of Securities;
RESOLVED FURTHER THAT in the event of issue of Securities by way of a QualifiedInstitutional Placement:
the 'Relevant Date' on the basis of which price of the resultant shares shall bedetermined as specified under applicable laws shall be the date of the meeting in whichthe Board or the Committee of Directors duly authorized by the Board decided to open theproposed issue of Securities;
the allotment of Securities shall be completed within 12 months from the date of thisresolution approving the proposed issue or such other time as may be allowed by the SEBIGuidelines from time to time; and the Securities shall not be eligible to be sold for aperiod of one year from the date of allotment except on a recognized Stock Exchange inIndia or except as may be permitted from time to time by the Securities & ExchangeBoard of India (Issue of Capital & Disclosure Requirements) Regulations 2009;
RESOLVED FURTHER THAT without prejudice to the generality of the above the Securitiesmay have all or any term or combination of terms in accordance with prevalent marketpractice including but not limited to terms and conditions relating to payment ofinterest Dividend premium or redemption at the option of the Company and/or holders ofany securities including terms for issue/offer of additional Equity Shares or variationsof the price or period of conversion of Securities into Equity Shares or issue/offer ofEquity Shares during the period of the Securities or terms pertaining to voting rights oroption(s) for early redemption of Securities and to provide for the tradability or freetransferability thereof as per the prevailing practices and regulations in the CapitalMarkets. For the purpose of giving effect to the above the Board be and is herebyauthorised to determine the form terms and timing of the issue(s)/offer(s) including theclass of investors to whom the Securities are to be allotted number of Securities to beallotted in each tranche issue/offer price face value premium amount onissue/conversion of Securities/exercise of Warrants/redemption of Securities Rate ofInterest Redemption period Listings on one or more stock exchanges in India and/oroverseas as the Board in its absolute discretion deems fit and to make and accept anymodification in the proposal as may be required by the authorities involved in suchissues/offers in India and/or overseas to do all acts deeds matters and things as maybe necessary and to settle any questions or difficulties that may arise in regard to theissue(s)/offer(s) and the Board is hereby authorized in its absolute discretion in such amanner as it may deem fit to dispose of such of the Securities as are not subscribed.
RESOLVED FURTHER THAT the Board be and is hereby authorised to make appointments asmay be required of Managers (including Lead Managers) Merchant Bankers UnderwritersGuarantors Financial and/ or Legal Advisors Depositories Custodians PrincipalPaying/Transfer/Conversion Agents Listing Agents Registrars Trustees and all otheragencies whether in India or Overseas and to enter into and execute all sucharrangement(s)/agreements(s) with any such Managers (including Lead Managers)MerchantBankers Principal Paying/Transfer/Conversion Agents Underwriters GuarantorsDepositories Custodians Legal Advisors Listing Agents Registrars Trustees and allsuch agents or body as may be involved or concerned in such offering of Securities and toremunerate all such agents including by way of payment of commission brokerage feesexpenses incurred in relation to the issue/offer of Securities and other expenses if any.
RESOLVED FURTHER THAT the Preliminary as well as the Final Offer Document for theaforesaid issue/offer be finalized approved and signed by any of the Directors for thetime being on the Board for and on behalf of the Company with authority to amend varymodify the same as may be considered desirable or expedient and for the purpose aforesaidto give such declarations affidavits undertakings certificates consents authoritiesas may be necessary and required from time to time.
RESOLVED FURTHER THAT the Securities to be so offered issued and allotted shall besubject to the provisions of the Memorandum and Articles of Association of the Company.
RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot suchnumber of Equity Shares as may be required to be issued and allotted upon conversion ofthe Securities or exercise of options as may be necessary in accordance with the terms ofthe offer aforesaid subject to the provisions of the Company's Articles of Associationand all such Shares shall rank pari-passu with the existing Equity Shares of the Companyin all respects in accordance with the laws applicable at the time of such issue offeror allotment as the case may be.
RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution the Board beand is hereby authorised to do all such acts deeds matters and things and resolve anydoubts or questions that may arise in the issue and allotment of the Securities and/orfresh Shares to effect any modification to the foregoing in the best interest of theCompany and its members and to execute all such writings and instrument as the Board mayin its absolute discretion deem necessary or desirable.
RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any ofthe powers to any Committee of Directors or Managing Director or Executive Director or anyDirector(s) or Officer(s) of the Company to give effect to the aforesaid resolution."
To consider and if thought fit to pass with or without modification(s) the followingresolution as a Special Resolution:
"RESOLVED THAT the consent of the members be and is hereby accorded to ratify thedetails of ultimate beneficial owners being the natural person behind the proposedallottee i.e. Edelweiss Asset Reconstruction Company Ltd as per the Securities andExchange Board of India (Issue of Capital and Disclosure requirements) Regulations 2009as amended or reenacted from time to time for issue and allotment of 2000000 EquityShares of ' 10/- each for which resolution was passed in Extra-Ordinary General Meetingwhich was held on 9th January 2015."
| ||BY ORDER OF THE BOARD |
|Place :Mumbai || |
|Date : September 1 2015 || |
| ||Chetan Kothari |
| ||Managing Director |