Format of Resolution for Alteration of MOA & AOA as per New Companies Act 2013

EXTRACT(S) FROM THE MINUTES OF THE EXTRA-ORDINARY GENERAL MEETING OF THE MEMBERS OF                             . HELD AT THE REGISTERED OFFICE OF THE COMPANY AT “CENTRE POINT”, 21, HEMANTA BASU SARANI, 2ND FLOOR, SUITE NO. 212, KOLKATA-700 001 ON MONDAY, THE 7^TH DAY OF JULY, 2014 AT 11:30 A.M.

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  ALTERATION OF OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION

“RESOLVED THAT pursuant to section 13 and other applicable provision, if any of the Companies Act, 2013,the company by way of a special resolution hereby alters the main Objects Clause of the

Memorandum of Association of the Company by adding the following new Clause after the existing Clause 1:

“2. To undertake and arrange loan, give guarantee or provide security and financing for all kinds of business including but not limited to financing of consumer, industry, individual or corporate and extending to any other business or non business activity and venture, independently or in association with any person, Government, Financial Institutions, Banks, Industrial companies, or any other agency, in the form of advancing or lending money by way of loan, working capital, finance, refinance, project finance or in any other form, whether with or without security, to individuals, body corporate, Hindu Undivided Family (HUF), firms, institutions, trusts, associations, societies, authorities, industrial enterprises and any other incorporated or unincorporated entity, with or without interest or any other similar charge, on such terms and conditions as the board may deem fit from time to time.

FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to do all such acts and things and deal with all such matters and take all such steps in this regard as it may, in its absolute discretion, deems necessary, fit and proper”

CERTIFIED TRUE COPY

For

(Director)

Date:

Place: Kolkata

NOTES:

1.     Explanatory Statement is annexed to the notice of the Extra Ordinary General Meeting of the Company pursuant to section 102 of the Companies Act, 2013 in respect of the item set out above is annexed hereto.

2.     A member entitled to attend and vote at the meeting is entitled to appoint proxy to attend and vote instead of himself/herself and such proxy need not to be a member of the Company. Proxies in order to be effective must be received by the Company not less than 48 hours before the commencement of the meeting.  

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT IN PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The Company at present is engaged in the activities of Cargo Handling and has adequate resources for undertaking further business activities. In view of the present technological and industrial development, it is in the interest of the Company and its shareholders that the activities of the Company be diversified. The alteration in the object clause of the Memorandum of Association as set out in the resolution is to facilitate diversification. This will enable the Company to carry on its business economically and efficiently and the proposed activities can be under the existing circumstances, conveniently and advantageously combined with the present activities of the Company. This will also enlarge the area of operation of the Company.

The Directors commend this resolution for approval of the shareholders.

Copy of the Memorandum and Articles of association of the Company is available for inspection at the Registered Office of the Company on all working days during usual business hours.

None of the Directors of the Company is, in any way, concerned or interested in the said resolution.                                                                                         

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For and on behalf of the Board of Directors

(Director)