Interview of Shri Ashok Agarwal, our Promoter Director was telecasted on CNBC

http://www.moneycontrol.com/video/business/transcorp-international-to-setwholly-owned-subsidiary_477099.html

Board of Directors Meeting held on 6th August 2010 Mumbai

"Board of Directors of Transcorp International Limited decided the following in its meeting held on 6^th August 2010 at Mumbai:-

 

1. Approval of creation of wholly owned subsidiaries.

2. Calling of EOGM on 20/09/2010 for considering various matters interalia approval of creation of subsidiaries and transfer of some movable and immovable assets to these subsidiaries."

 

 

PROCEEDINGS OF THE 15TH ANNUAL GENERAL MEETING

Scrutinizer Report

SCRUTINIZER’S REPORT

 

 

 

The Chairman

Transcorp International Limited

International Institute of Health Management Research

Plot no.-3,HAF Pocket

Sector 18A, phase-II, Dwarka

Near Veer Awas/Kargil Apartment, Sector-12

Metro Station, New Delhi-110075

 

Sub-Results of Postal Ballot Poll

 

 

I, Anand Prakash Jain, Practicing Chartered Accountant, was appointed by the Board of Directors of your Company as Scrutinizer for the Postal Ballot Poll held pursuant to the provision of Section 192A of Companies Act, 1956 read with Companies (Passing of Resolution by Postal Ballot) Rules, 2001, for the purpose of passing special resolutions under section 17 and 372A of the Companies Act, 1956 as contained in Notice of Postal Ballot dated 2nd December 2009.

 

The resolutions as proposed are reproduced hereunder:-   

 

1. Resolution No. 1 (u/s 17 of Companies Act, 1956):-

 

"RESOLVED THAT pursuant to the provisions of Section 17 and other applicable provisions of the Companies Act, 1956 the Memorandum of Association of the Company be and is hereby altered by substituting the existing main object clause III (A) 1 by the following new clause III (A) 1 and by adding following new clauses III (A) 3 to III (A) 18 and by inserting incidental object clause III (B) 34 and III (B) 35 to the Objects incidental or Ancillary to the attainment of the main objects of Memorandum of Association:

Main Objects:-

III A:-

1. ‘To undertake and carry on the business of foreign exchange dealing including inter bank broking in foreign exchange, advisory and consultancy services, permissible financial remittance services,  transport whether by road, rail, air or water of goods and passengers, clearing and forwarding agents, warehouseman, booking agents, travel agents, import and export house, consultants, departmental or chain stores, franchise agreements with Indian or foreign companies and to render engineering, technical, management, placement advertising, accounting, secretarial, taxation, legal and all types of services to all type of industries or organizations including maintenance of computer data bases of all types, undertake research and development work of all kinds and to act as a service organization bureau.’

 

3. ‘To carry on  the business of real estate, builders, developers, contractors, engineers, town planners, surveyors, valuers, appraisers, dealers, managers, caretakers, owners, licensees, decorators, furnishers, individually or otherwise as to layout, develop, give on rent, hire, construct, build erect, demolish, re-erect, alter, repair, re-model, execute, acquire, take on lease, work, own, purchase, sale, maintain, improve, administer, manage or do any other work in connection with any building, building schemes, multistoried-apartments, Housing, estates, complexes, township, rooms, commercial complexes, or any other accommodations, roads, highways, irrigation projects, dams, canals, bridges, ports, sewers, reclamations, hotels, clubs, tanks, places of workship, amusements, parks, gardens, sanitary, water, gas, electric, light, telephone, telegraphic, power supply, work establishments, factories for making prefabricated houses or apartments or any other structural or architectural works of any kind whatsoever and for such purpose to prepare estimates, designs, plans, specifications or models and do such other or any other act that may be requisite therefore.

 

4. To carry on and undertake the business of financing services, investment in securities of all kinds, trading, hire-purchase, leasing and to finance leasing operations of all kinds, of all kinds of purchasing, selling, hiring or letting on hire of all kinds of plant and machinery and equipments that the Company may think fit and to assist in financing of all and every kind of description of hire purchase or deferred payment or similar transactions and to subsidies, finance or assist in subsidizing the sale and maintenance of any goods, articles or commodities of all and every kind of description upon any terms whatsoever and to purchase or otherwise deal in all forms of immovable and movable properties including lands and buildings, Plant and Machinery, Air Conditioners, Hotel equipments, Automobiles, components and all consumer commercial and industrial items and to lease otherwise or deal with them in any manner whatsoever including resale thereof regardless of whether the property purchased or leased be new and/or used.

 

5. To carry on the business of manufacture, trade, Export, Import, sale or purchase or otherwise deal in textiles, cotton, silk man-made fabrics, fibers, yearn-threads, garments, made up hosiery, engineering goods, electronics, computer software, telecommunications, chemicals, plastics, hides, export & import of garments, skins, leather, aquaculture, fishery agriculture, all agriculture products and commodities, agro-based products, animal husbandry, floriculture, horticulture, pisci-culture, tissue culture, poultry, vanaspati, edible oils, dairy products, fertilizers, rubber, automobiles, furniture, minerals, granite, and marble, coal, steel, building materials, all such other natural processed synthetic and artificial products of whatsoever description, variety, type and generally to act as exporters and general merchants.

 

6. To design, engineer, develop. Procure, deal in market and manufacture the entire range of ferrous and non ferrous castings of all kinds relating to civil, mechanical, chemical, electrical, structural engineering and machine tools accessories, implements of all types chilled and malleable castings, ferrous and no-ferrous metals, special alloy castings and castings of all types of metals like steel, bronze, copper, gunmetal, brass, aluminum, chromium and its alloys and ingots. To carry on the business of foundries of ferrous and non-ferrous metal sheet, metal works, mechanical, structural, electrical and metallurgical engineers, to carry-on the work of cast iron foundry for the manufacture of all types of pipes and pipe fittings, whatever reservoirs, drainage requisisities including manhole frames and coolers, ratings and ladders undertake and execute all types of mechanical and structural, jobs, manufacture, fabrication and erection of buildings and articles and to do various types of sheet metal work including manufacture and construction of storage tanks, buckets, drums, various types of containers, steel and ally furniture such as almirahs, cots and other fixtures. To carry on the business of dealing manufacturing steel ingots, billets and special sections, frames, rods made of steel and other items for the construction works.

 

7. To carry on the business of Hotel, Restaurant, café, tavern, Beer House, refreshment room and lodging house keepers, licensed victullerry, wine, beer and spirit merchants, brewers, Malt-stars, Distillers, importers and manufactures of aerated, mineral and artificial waters and other drinks, purveyors and caterers for public amusements generally. To carry on business as proprietors of restaurants, refreshments and tea rooms, cafes and milk, and snack bars and as caters and contractors in all its respective branches, bakers, confectioners, tobacconists, fishmongers, milk sellers, butter sellers, ice merchants and ice-cream manufacturers to manufacture and to establish and provide all kinds of convenience and attractions for customers, and others and in particular reading, writing and smoke rooms, lockers and safe deposits, telephones and telegraph clubs, stores and shops.

 

8. To carry on the business of public carriers, transporters and carriers of goods, passengers, merchandise, corn-commodities and other products and goods and luggage of all kinds and description in any part of India and elsewhere, on land, water and air by any conveyances whatsoever.

 

9. To acquire permits for plying ferries, buses, cars, boats and steamers and other services with a view to run buses, lorries or other services as the case may be on any routes in India.

 

10. To manufacture, build,  construct, develop, buy, sell, import, export, assemble, equip, distribute, exchange, barter, let on hire, buy or sell on hire-purchase or installment system or otherwise deal in lorries trucks, buses, motor cars, motor cycles and other motor cycles and other motor vehicles, of all kinds and description and generally to carry on the business as manufacturers, repairers, assemblers, mechanical engineers, carriage builders of motors, omnibuses, taxi-cabs, lorries, motorcars and all other kinds of vehicles and vessels for the transport of persons and goods, whether propelled or moved by petrol, electricity, steam, oil, vapour or other motives or mechanical power.

 

11. To carry on the business of garage keepers, workshop owners, suppliers, manufacturers, importers and dealers in petrol, electricity or other motives or mechanical power, all types of motor parts, tyres, accessories, greases, lubricants, oils, coal, coke, firewood and all other kinds of fuel.

 

12. To undertake and carry out the work of loading and unloading, forwarding and clearing agents for and on behalf of owners of goods, luggage, parcels, materials, articles, commodities, livestock and other movables.

 

13.  To acquire, buy, construct, sell, lease for purposes of investment or resale or otherwise, and to traffic and speculate in land and buildings or other properties of any kind, tenure and any interest therein, and to acquire, sell, speculate and deal in free holds and leaseholds, real estate, and to make advances upon the hypothecation, mortgage or security of land or buildings, or other property of any description or any interest therein, and generally to deal in traffic and speculate by way of sale, lease, exchange or otherwise with land and building property and any other property of any description whether real or personal movable or immovable; to construct, sell let out, furnish and carry on all or any of the functions of properties of flats, maisonettes, flats and dwelling-houses, shops, offices, hotels and clubs and for these purposes to purchase, take on lease or otherwise acquire and hold any land and prepare building sites, and to construct, reconstruct, repair, pull down, alter, improve, decorate, furnish and maintain flats, maisonettes, dwelling houses, shops, offices, hotels, clubs, buildings, works, and sanitary conveniences of all kinds to layout roads, drainage pipes, water pipes and electric installations and to set apart land for pleasure, gardens and recreations grounds, or otherwise improve the land or any part thereof.

 

14. To undertake and carry on the business of logistics solution provider i.e. multimodel transportation, warehousing, distribution, providing MIS and related documentation, to act as Power of Attorney holders for the customers, to collect the sale proceeds on behalf of the customers and any other services related with the logistics.

 

15. To carry on the business of public couriers, transporters, carriers of goods, passengers, merchandise, documents, parcels, Express Cargo Services of pick up and delivery of documents, parcels, all types of goods and merchandise, door to door/desk to desk service of small, medium, bulk, odd or any size or type of consignments including refrigerated and frozen goods, public issue materials and household articles on land, water or air by any conveyance whatsoever and to acquire permits for paying lorries, buses, cars, rails own aircrafts, and/on hired aircrafts on any route in India or in any part of the world, National and International courier business and to hold and deliver or arrange to deliver either on own arrangement or through representatives or agents, customers documents, parcels, articles and other consignments, negotiable instruments from one place to another in India or in any part of the world.

 

16. To carry on the business of Life Insurance and all types of General Insurance including aviation, marine and full insurance and including risk and investment t and advisory services, insurance broking, reinsurance, management of life funds and insurance funds and sale and provision of insurance, linked investment products, superannuation products in India and abroad on its own behalf or as agent for others directly or by promoting a Company singly or jointly with other Indian co-promoters and/or foreign co-promoters or as joint venture partners with or without their participation in the equity capital such Company or venture.

 

17. To provide consultancy, design, development, implementation, training and services for computer software, hardware, facility management for all IT solutions including Data warehousing, enterprise-wide networking, web, E-Commerce & Telecommunication related technology based solutions and services for both national and international customers and also to import, export all kinds of hardware, software & services for the above purpose.

 

18. To generate electrical power by conventional, non conventional, thermal, solar, hydel, geo-hydel, wind and/or tidal waves with or without any Indian/foreign co-promoters or as joint venture partner and to carry on business of a general electrical power supply Company authorized to generate, accumulate, distribution and supply electricity in any part of India/world in accordance with the license obtained from the Government/appropriate authority, wherever applicable. ‘

Objects incidental or Ancillary to the attainment of the main objects of Memorandum of Association

III (B):-

 

‘44. To promote, form, establish or aid in the promotion, formation or establishment, of any company or companies, association or associations, subsidiaries or other entities as well as to enter into joint ventures, whether in India or outside India.

 

45. To open account or accounts in India or outside India with any individual firm or with any bank or banks and to pay into and to withdraw moneys from such account or accounts.’

 

The result of the Postal Ballot for the above mentioned Resolution No. 1 is as under:-

 

S.No.	Particulars	Details
1	Total number of Poll paper Cast	13
2	Less: Number of Poll papers rejected as invalid	1
3	Total number of valid Poll papers	12
4	Total No. of Members voting in favour of the resolution	12
5	Total of Members voting against the resolution	0
6	Percentage of Members in favour of the resolution	100%
7	Percentage of Members voting against the resolution	0%
8	Total nominal value of shares held by Members voting (valid shares)	Rs. 34790040/-
9	Total nominal value of shares held by Members voting IN FAVOUR of the resolution	Rs. 34790040/-
10	Total nominal value of shares held by Members voting  AGAINST of the resolution	NIL
11	Percentage of votes in favour of the resolution	100%
12	Percentage of votes against of the resolution	0%

 

 

 

 

 

 

 

 

Details of the votes Polled are as under:-

 

S.No.	Particulars	Total	% of	Shares	% of Holding	Shares	% of
		PBF	Total	Held		Voted	Voted Shares
1	Assets- Tally	12	92.31	3479004	100%	3479004	100%
2	Dissent- Tally	0	0.00	0	0	0	0
3	Invalid	1	7.69	-	-	-	-
	Total	13		3479004

 

Based on the above facts, the above Resolution related to alteration of Memorandum of Association of the Company (pursuant to Section 17 of the Companies Act, 1956), contained in the Notice dated 2^nd Dec 2009 may be considered as passed with requisite majority by share holders of the Company by way of Postal Ballot.

 

Resolution No. 2 (u/s 372A of Companies Act, 1956)

 

“RESOLVED THAT pursuant to the provisions of section 372A and other applicable provisions, if any, of the Companies Act, 1956 or any amendments or modifications thereof (including any ordinance or statutory modification, re-enactment thereof for the time being in force) and subject to consent and approvals of Reserve Bank of India (RBI) and such authorities, if required and in accordance with the guidelines and notifications issued by Reserve Bank of India or any other Government Authority(ies) etc. and such other approvals/permissions as may be necessary under any other statute for time being in force, consent and approval of the Company be and is hereby accord to the Board of Directors of the Company to for making investment(s) in excess of limits specified under section 372A of Companies Act, 1956 by way of subscription, purchase, conversion or otherwise Equity Shares, Preference Shares, or any other kind of shares, Debentures (Whether convertible or non-convertible) or any other financial instrument of any body corporate, or by giving loans, guarantees & provide securities whether in India or Outside, as may be thought fit and proper, as mentioned herein below in excess of and in addition to the limits for which member’s approval has already been obtained in the General Meetings and by way of postal ballot processes earlier.

 

Company	Investment Not Exceeding
In/to the various companies incorporated Outside India.	Upto 400% of Net Worth of the Company as per the latest Audited Balance Sheet
In/to the various companies incorporated in India.	Upto Rs. 5 Crores

 

FURTHER RESOLVED THAT for the purpose of giving effect to the above, the Board be and is hereby authorized to take all such actions and to give all such directions as may be necessary or desirable and also to settle any question or difficulty that may arise in regard to the proposed investment and further to do all such acts, deeds, matters and to execute all such deeds, documents and writings as may be necessary, desirable or expedient in connection herewith.”

 

 

 

 

 

 

The results of the Postal Ballot are as under:-

 

S.No.	Particulars	Details
1	Total number of Poll paper Cast	16
2	Less: Number of Poll papers rejected as invalid	1
3	Total number of valid Poll papers	15
4	Total No. of Members voting in favour of the resolution	15
5	Total of Members voting against the resolution	0
6	Percentage of Members in favour of the resolution	100%
7	Percentage of Members voting against the resolution	0%
8	Total nominal value of shares held by Members voting (valid shares)	Rs. 34798120/-
9	Total nominal value of shares held by Members voting IN FAVOUR of the resolution	Rs. 34798120/-
10	Total nominal value of shares held by Members voting  AGAINST of the resolution	NIL
11	Percentage of votes in favour of the resolution	100%
12	Percentage of votes against of the resolution	0%

 

 

Details of the votes Polled are as under:-

 

S.No.	Particulars	Total	% of	Shares	% of Holding	Shares	% of
		PBF	Total	Held		Voted	Voted Shares
1	Assets- Tally	15	93.75	3479812	100%	3479812	100%
2	Dissent- Tally	0	0.00	0	0	0	0
3	Invalid	1	6.25	-	-	-	-
	Total	16		3479812

 

Based on the above facts, the above Resolution No. 2 related to authorizing the Board of Directors u/s 372 A of the Companies Act, 1956, contained in the Notice dated 2^nd Dec 2009 may be considered as passed with requisite majority by share holders of the Company by way of Postal Ballot.

 

 

 

 

 

Signature of the Scrutinizer

 

 

 

Anand Prakash Jain

Practicing Chartered Accountant

M. No.:- 71045

 

Place: New Delhi

Date: 21.01.2010

 

Proceedings of EOGM held on 21st January 2010

CERTIFIED TRUE COPY OF THE PROCEEDINGS OF THE EXTRA ORDINARY GENERAL MEETING OF TRANSCORP INTERNAITONAL LIMITED HELD AT PLOT NO. 3, HAF POCKET, IIHMR BUILDING, SECTOR 18A, NEAR VEER AWAS, NEW DELHI-110075 ON THURSDAY, THE 21^ST  JANUARY, 2010 AT 12.00 NOON

 

Present :

 

Mr. Suresh Kumar Gambhir                    - In the Chair

Mr. Diwakar Sharma                                - Authorised Representative of Bhoruka Investment Ltd.

                                                                   Holding 1551561 shares of the Company

Mr. Anirudh Srivastava                            - Authorised Representative of Sundram Consultants

                                                              Limited holding 285000 Shares of  the Company

Mr. Amitava Ghosh                                 - Authorised Representative of Harini Commotrade Pvt.

                                                              Limited holding 195000 Shares of the Company

Mr. Jagdish Negi                                    - Authorised Representative of TCI Bhoruka Projects

                                                              Limited holding 203869 Shares of the Company

Mr. Amit Jha                                            - Authorised Representative of Ayan Fintrade Private

                                                              Limited holding 524481 Shares of the Company

In Attendance:-

 

Mr. Anand Jain                                      - Scrutinizer for the process of Postal Ballot

Mr. Dilip Kumar Morwal                          – Company Secretary

                          

                                                           

Four Proxies representing 306239 Equity Shares (7.53% of total shareholding)

 

Chairman

 

Mr. Suresh Kumar Gambhir, chaired the meeting. 

 

Quorum

 

After ascertaining that the requisite quorum for the meeting was present the Chairman called the meeting in order. Chairman inspected the proxies and conformed that 4 proxies were received by the company representing 306239 Equity Shares. Total persons present at the meeting were representing 3066150 Equity Shares which is 75.37% of total Share Capital.

 

 The Chairman welcomed the members to the meeting.

 

Alteration of Memorandum of Association of the Company

 

The Chairman moved the resolution for Alteration of Memorandum of Association of the Company.

 

The Chairman enquired whether the members present wished to ask any question or desired any other information with regard the Alteration of Memorandum of Association.

 

Chairman replied to the   queries    raised    by   the   members.   Thereafter Mr. Amitava Ghosh, Authorised Representative Harini Commotrade Pvt. Ltd. of proposed and Mr. Diwakar Sharma, Authorised Representative of Bhoruka Investment Limited seconded the following resolution for being passed as a Special Resolution:

 

"RESOLVED THAT pursuant to the provisions of Section 17 and other applicable provisions of the Companies Act, 1956 the Memorandum of Association of the Company be and is hereby altered by substituting the existing main object clause III (A) 1 by the following new clause III (A) 1 and by adding following new clauses III (A) 3 to III (A) 18 and by inserting incidental object clause III (B) 34 and III (B) 35 to the Objects incidental or Ancillary to the attainment of the main objects of Memorandum of Association:

Main Objects:-

III A:-

1.       ‘To undertake and carry on the business of foreign exchange dealing including inter bank broking in foreign exchange, advisory and consultancy services, permissible financial remittance services,  transport whether by road, rail, air or water of goods and passengers, clearing and forwarding agents, warehouseman, booking agents, travel agents, import and export house, consultants, departmental or chain stores, franchise agreements with Indian or foreign companies and to render engineering, technical, management, placement advertising, accounting, secretarial, taxation, legal and all types of services to all type of industries or organizations including maintenance of computer data bases of all types, undertake research and development work of all kinds and to act as a service organization bureau.’

 

3.       ‘To carry on  the business of real estate, builders, developers, contractors, engineers, town planners, surveyors, valuers, appraisers, dealers, managers, caretakers, owners, licensees, decorators, furnishers, individually or otherwise as to layout, develop, give on rent, hire, construct, build erect, demolish, re-erect, alter, repair, re-model, execute, acquire, take on lease, work, own, purchase, sale, maintain, improve, administer, manage or do any other work in connection with any building, building schemes, multistoried-apartments, Housing, estates, complexes, township, rooms, commercial complexes, or any other accommodations, roads, highways, irrigation projects, dams, canals, bridges, ports, sewers, reclamations, hotels, clubs, tanks, places of workship, amusements, parks, gardens, sanitary, water, gas, electric, light, telephone, telegraphic, power supply, work establishments, factories for making prefabricated houses or apartments or any other structural or architectural works of any kind whatsoever and for such purpose to prepare estimates, designs, plans, specifications or models and do such other or any other act that may be requisite therefore.

 

4.       To carry on and undertake the business of financing services, investment in securities of all kinds, trading, hire-purchase, leasing and to finance leasing operations of all kinds, of all kinds of purchasing, selling, hiring or letting on hire of all kinds of plant and machinery and equipments that the Company may think fit and to assist in financing of all and every kind of description of hire purchase or deferred payment or similar transactions and to subsidies, finance or assist in subsidizing the sale and maintenance of any goods, articles or commodities of all and every kind of description upon any terms whatsoever and to purchase or otherwise deal in all forms of immovable and movable properties including lands and buildings, Plant and Machinery, Air Conditioners, Hotel equipments, Automobiles, components and all consumer commercial and industrial items and to lease otherwise or deal with them in any manner whatsoever including resale thereof regardless of whether the property purchased or leased be new and/or used.

 

5.       To carry on the business of manufacture, trade, Export, Import, sale or purchase or otherwise deal in textiles, cotton, silk man-made fabrics, fibers, yearn-threads, garments, made up hosiery, engineering goods, electronics, computer software, telecommunications, chemicals, plastics, hides, export & import of garments, skins, leather, aquaculture, fishery agriculture, all agriculture products and commodities, agro-based products, animal husbandry, floriculture, horticulture, pisci-culture, tissue culture, poultry, vanaspati, edible oils, dairy products, fertilizers, rubber, automobiles, furniture, minerals, granite, and marble, coal, steel, building materials, all such other natural processed synthetic and artificial products of whatsoever description, variety, type and generally to act as exporters and general merchants.

 

6.       To design, engineer, develop. Procure, deal in market and manufacture the entire range of ferrous and non ferrous castings of all kinds relating to civil, mechanical, chemical, electrical, structural engineering and machine tools accessories, implements of all types chilled and malleable castings, ferrous and no-ferrous metals, special alloy castings and castings of all types of metals like steel, bronze, copper, gunmetal, brass, aluminum, chromium and its alloys and ingots. To carry on the business of foundries of ferrous and non-ferrous metal sheet, metal works, mechanical, structural, electrical and metallurgical engineers, to carry-on the work of cast iron foundry for the manufacture of all types of pipes and pipe fittings, whatever reservoirs, drainage requisisities including manhole frames and coolers, ratings and ladders undertake and execute all types of mechanical and structural, jobs, manufacture, fabrication and erection of buildings and articles and to do various types of sheet metal work including manufacture and construction of storage tanks, buckets, drums, various types of containers, steel and ally furniture such as almirahs, cots and other fixtures. To carry on the business of dealing manufacturing steel ingots, billets and special sections, frames, rods made of steel and other items for the construction works.

 

7.       To carry on the business of Hotel, Restaurant, café, tavern, Beer House, refreshment room and lodging house keepers, licensed victullerry, wine, beer and spirit merchants, brewers, Malt-stars, Distillers, importers and manufactures of aerated, mineral and artificial waters and other drinks, purveyors and caterers for public amusements generally. To carry on business as proprietors of restaurants, refreshments and tea rooms, cafes and milk, and snack bars and as caters and contractors in all its respective branches, bakers, confectioners, tobacconists, fishmongers, milk sellers, butter sellers, ice merchants and ice-cream manufacturers to manufacture and to establish and provide all kinds of convenience and attractions for customers, and others and in particular reading, writing and smoke rooms, lockers and safe deposits, telephones and telegraph clubs, stores and shops.

 

8.       To carry on the business of public carriers, transporters and carriers of goods, passengers, merchandise, corn-commodities and other products and goods and luggage of all kinds and description in any part of India and elsewhere, on land, water and air by any conveyances whatsoever.

 

9.       To acquire permits for plying ferries, buses, cars, boats and steamers and other services with a view to run buses, lorries or other services as the case may be on any routes in India.

 

10.    To manufacture, build,  construct, develop, buy, sell, import, export, assemble, equip, distribute, exchange, barter, let on hire, buy or sell on hire-purchase or installment system or otherwise deal in lorries trucks, buses, motor cars, motor cycles and other motor cycles and other motor vehicles, of all kinds and description and generally to carry on the business as manufacturers, repairers, assemblers, mechanical engineers, carriage builders of motors, omnibuses, taxi-cabs, lorries, motorcars and all other kinds of vehicles and vessels for the transport of persons and goods, whether propelled or moved by petrol, electricity, steam, oil, vapour or other motives or mechanical power.

 

11.    To carry on the business of garage keepers, workshop owners, suppliers, manufacturers, importers and dealers in petrol, electricity or other motives or mechanical power, all types of motor parts, tyres, accessories, greases, lubricants, oils, coal, coke, firewood and all other kinds of fuel.

 

12.    To undertake and carry out the work of loading and unloading, forwarding and clearing agents for and on behalf of owners of goods, luggage, parcels, materials, articles, commodities, livestock and other movables.

 

13.     To acquire, buy, construct, sell, lease for purposes of investment or resale or otherwise, and to traffic and speculate in land and buildings or other properties of any kind, tenure and any interest therein, and to acquire, sell, speculate and deal in free holds and leaseholds, real estate, and to make advances upon the hypothecation, mortgage or security of land or buildings, or other property of any description or any interest therein, and generally to deal in traffic and speculate by way of sale, lease, exchange or otherwise with land and building property and any other property of any description whether real or personal movable or immovable; to construct, sell let out, furnish and carry on all or any of the functions of properties of flats, maisonettes, flats and dwelling-houses, shops, offices, hotels and clubs and for these purposes to purchase, take on lease or otherwise acquire and hold any land and prepare building sites, and to construct, reconstruct, repair, pull down, alter, improve, decorate, furnish and maintain flats, maisonettes, dwelling houses, shops, offices, hotels, clubs, buildings, works, and sanitary conveniences of all kinds to layout roads, drainage pipes, water pipes and electric installations and to set apart land for pleasure, gardens and recreations grounds, or otherwise improve the land or any part thereof.

 

14.    To undertake and carry on the business of logistics solution provider i.e. multimodel transportation, warehousing, distribution, providing MIS and related documentation, to act as Power of Attorney holders for the customers, to collect the sale proceeds on behalf of the customers and any other services related with the logistics.

 

15.    To carry on the business of public couriers, transporters, carriers of goods, passengers, merchandise, documents, parcels, Express Cargo Services of pick up and delivery of documents, parcels, all types of goods and merchandise, door to door/desk to desk service of small, medium, bulk, odd or any size or type of consignments including refrigerated and frozen goods, public issue materials and household articles on land, water or air by any conveyance whatsoever and to acquire permits for paying lorries, buses, cars, rails own aircrafts, and/on hired aircrafts on any route in India or in any part of the world, National and International courier business and to hold and deliver or arrange to deliver either on own arrangement or through representatives or agents, customers documents, parcels, articles and other consignments, negotiable instruments from one place to another in India or in any part of the world.

 

16.    To carry on the business of Life Insurance and all types of General Insurance including aviation, marine and full insurance and including risk and investment t and advisory services, insurance broking, reinsurance, management of life funds and insurance funds and sale and provision of insurance, linked investment products, superannuation products in India and abroad on its own behalf or as agent for others directly or by promoting a Company singly or jointly with other Indian co-promoters and/or foreign co-promoters or as joint venture partners with or without their participation in the equity capital such Company or venture.

 

17.    To provide consultancy, design, development, implementation, training and services for computer software, hardware, facility management for all IT solutions including Data warehousing, enterprise-wide networking, web, E-Commerce & Telecommunication related technology based solutions and services for both national and international customers and also to import, export all kinds of hardware, software & services for the above purpose.

 

18.    To generate electrical power by conventional, non conventional, thermal, solar, hydel, geo-hydel, wind and/or tidal waves with or without any Indian/foreign co-promoters or as joint venture partner and to carry on business of a general electrical power supply Company authorized to generate, accumulate, distribution and supply electricity in any part of India/world in accordance with the license obtained from the Government/appropriate authority, wherever applicable. ‘

Objects incidental or Ancillary to the attainment of the main objects of Memorandum of Association

III (B):-

 

‘44. To promote, form, establish or aid in the promotion, formation or establishment, of any company or companies, association or associations, subsidiaries or other entities as well as to enter into joint ventures, whether in India or outside India.

 

45. To open account or accounts in India or outside India with any individual firm or with any bank or banks and to pay into and to withdraw moneys from such account or accounts.’

 

On being put to vote by show of hands, the resolution was carried unanimously.

 

Chairman asked Mr. Anand Jain, Scrutinizer to present the report on postal ballot for the resolution. Mr. Anand Jain read the report and thereafter it was declared by the Chairman that the resolution is carried out by requisite majority.   

 

 

Increase in Investment Limit u/s 372 A of Companies Act, 1956

 

Mr. Amit Jha, Authorised Representative of Ayan Fintrade Private Limited proposed and Mr. Jagdish Negi, Authorised Representative of TCI Bhoruka Projects Limited seconded the following resolution for being passed as a Special Resolution.

 

“RESOLVED THAT pursuant to the provisions of section 372A and other applicable provisions, if any, of the Companies Act, 1956 or any amendments or modifications thereof (including any ordinance or statutory modification, re-enactment thereof for the time being in force) and subject to consent and approvals of Reserve Bank of India (RBI) and such authorities, if required and in accordance with the guidelines and notifications issued by Reserve Bank of India or any other Government Authority(ies) etc. and such other approvals/permissions as may be necessary under any other statute for time being in force, consent and approval of the Company be and is hereby accord to the Board of Directors of the Company to for making investment(s) in excess of limits specified under section 372A of Companies Act, 1956 by way of subscription, purchase, conversion or otherwise Equity Shares, Preference Shares, or any other kind of shares, Debentures (Whether convertible or non-convertible) or any other financial instrument of any body corporate, or by giving loans, guarantees & provide securities whether in India or Outside, as may be thought fit and proper, as mentioned herein below in excess of and in addition to the limits for which member’s approval has already been obtained in the General Meetings and by way of postal ballot processes earlier.

 

Company	Investment Not Exceeding
In/to the various companies incorporated Outside India.	Upto 400% of Net Worth of the Company as per the latest Audited Balance Sheet
In/to the various companies incorporated in India.	Upto Rs. 5 Crores

 

FURTHER RESOLVED THAT for the purpose of giving effect to the above, the Board be and is hereby authorized to take all such actions and to give all such directions as may be necessary or desirable and also to settle any question or difficulty that may arise in regard to the proposed investment and further to do all such acts, deeds, matters and to execute all such deeds, documents and writings as may be necessary, desirable or expedient in connection herewith.”

 

On being put to vote by show of hands, the resolution was carried unanimously.

 

Chairman asked Mr. Anand Jain, Scrutinizer to present the report on postal ballot for the resolution. Mr. Anand Jain read the report and thereafter it was declared by the Chairman that the resolution is carried out by requisite majority.  

 

Vote of thanks

 

The Chairman expressed thanks to the members for their cooperation. The meeting concluded with a vote of thanks to the Chair.

                                                             

Certified True Copy

For Transcorp International Limited

          -sd- 

Dilip Kumar Morwal

Company Secretary

                    

Date:-  21.01.2010

Place:-  New Delhi

                                                                                   

Next Audit Committee and Board Meeting

The next meeting of Audit Committee and Board Directors of the Company will be held on 19th January, 2010 at New Delhi for adopting Audited Financial Results for the quarter and nine months ended 31st December 2009 interalia with other business matters.

Board Meeting On 2nd Dec2009

Next Board Meeting

Notice of next Board Meeting

Notice is hereby given pursuant to Clause 41 of the Listing Agreement with the Stock Exchanges that the next meeting of the Board of Directors of the Company will be held on Tuesday, the 27th October, 2009, at New Delhi to consider, inter-alia, the Limitedly Reviewed Financial Results for the quarter and six month ended 30th September, 2009.