Next Board meeting will be held on 9th Feb 2012 at Jaipur |
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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 Thursday, the 9th February, 2012, at Jaipur to consider, inter-alia, the Un-Audited Financial Results for the quarter and nine months ended 31st December 2012. |
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FINAL SCRUTINIZER REPORT-28072011 |
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SCRUTINIZER’S REPORT The
Chairman Transcorp
International Limited Hyderabad 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, 2011, for the purpose of passing resolutions under section 293(1)(a)
of the Companies Act, 1956 as contained in Notice of Postal Ballot dated 28th
June, 2011. The resolutions as proposed are
reproduced hereunder:- Resolution
No. 7: For Mortgaging or Charging the
Whole or Substantially the Whole of the Undertaking (including Moveable and
immovable property) Upto the Maximum Ceiling of Rs. 100 Crores. Type of resolution: Ordinary “RESOLVED
THAT
in supersession of all previous resolutions passed in this regard the consent
of the Company be and is hereby accorded in terms of Section 293(1)(a) and
other applicable provisions, if any, of the Companies Act, 1956 to the Board of Directors for mortgaging and or
charging in such form and manner and on such terms and at such time(s) as the
Board of Directors may deem fir, the
whole or substantially the whole of the
undertaking of the company, all the moveable and immovable properties of the company, present and future
wheresoever situated in favour of Financial/Investment Institution(s)/Bank(s)
to secure the loan(s) and/or other fund/non-fund based credit facilities
availed or proposed to be availed together with interest thereon and such other
costs, charges, expenses and other moneys payable by the company as per the
terms and conditions of loan agreement entered into or proposed to be entered
into by the Company, upto the maximum ceiling of Rs. 100 Crores (Rupees Hundred
Crores Only). The
results of the Postal Ballot are as under:-
Details
of the votes Polled are as under:-
*Postal
Ballot Form Based on the above
facts, the above Resolution related to Mortgaging or Charging the Whole or
Substantially the Whole of the Undertaking (including Moveable and immovable
property) Upto the Maximum Ceiling of Rs. 100 Crores to be passed u/s 293(1)(a)
of the Companies Act, 1956, contained in the Notice dated 23rd May
2011 may be considered as passed with requisite majority by share holders of
the Company by way of Postal Ballot. -sd- Anand Prakash Jain Practicing
Chartered Accountant M.
No.:- 71045 Place:
Jaipur Date:
28.07.2011 |
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MINUTES OF 16th AGM |
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PROCEEDING OF
THE 16TH ANNUAL GENERAL MEETING OF TRANSCORP INTERNAITONAL LIMITED
HELD AT SURANA UDHYOG AUDITORIUM, THE FEDRETION OF ANDHRA PRADESH, CHAMBER OF
COMMERCE & INDUSTRIES, 11-6-841, RED HILLS, HYDERABAD-500004 (A.P.) ON THURSDAY,
THE 28th JULY, 2011 AT 10.00 A.M. Present: Mr. Ashok Kumar Agarwal - In the Chair, Director & Member Mr. Amitava Ghosh - Executive Director Mr. Vineet Agarwal - Director Mr. Aloke Choudhary - Director 25 other members - In
person Four Proxies representing 288004 Equity
Shares (7.08% of total shareholding) In
Attendance:- Mr. Dilip Kumar Morwal - Company Secretary Chairman
Mr. Ashok Kumar Agarwal, 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 288004 Equity Shares.
The Chairman welcomed the members to the meeting and explained the
business and performance of the Company during the last financial year. Chairman’s Speech was read by the
Chairman. Notice
With the permission of the members
present, the notice convening the meeting, the Director’s Report and the Annual
Accounts having been already circulated to the members present were taken as
read. ORDINARY
BUSINESS
Auditors’
Report
Chairman then requested Mr. Dilip
Kumar Morwal, Company Secretary to read out the Auditor’s Report. Mr. Dilip Kumar Morwal, Company Secretary with
the permission of members, read out the Auditor’s Report. Annual Report
and Accounts
The Chairman moved the resolution for
adoption of Annual Accounts along with the report of Directors and Auditors
thereon. The Chairman enquired whether the
members present wished to ask any question or desired any other information
with regard to the Annual Accounts and the Director’s Report. Chairman replied to the queries raised
by the members. Thereafter Mr. Kamal Kishor proposed
and Mr. Praful Chavda seconded the following resolution for being passed as an Ordinary Resolution: “RESOLVED
THAT the
Audited Accounts for the financial year ended 31st March 2011, the
report of Auditors thereon and the Director’s Report laid before this meeting
be and are hereby approved.” On being put to vote by show of hands,
the resolution was carried by majority. Declaration of
Dividend
Mr. Sita Ram proposed and Mr. Shankar
Lal Laddha seconded the following resolution for being passed as an Ordinary Resolution:- “RESOLVED
THAT the
Company do pay dividend @ 10% (Re. 1 per share) for the F.Y. 2010-11 to the
shareholder whose names appear on the Register of Members at the close of
working hour of the Company on 26th July 2011.” On being put to vote by show of hands,
the resolution was carried by majority. Reappointment
of Mr. Aloke Choudhary as Director
Mr. Shankar Lal proposed and Mr. Kamal
Kishor seconded the following resolution for being passed as an Ordinary Resolution:- “RESOLVED
THAT Mr. Aloke
Choudhary who retires by rotation and being eligible for reappointment be and is
hereby appointed as Director of the company liable to retire by rotation.” On being put to vote by show of hands,
the resolution was carried unanimously. Reappointment
of Mr. Vineet Agarwal as Director
Mr. Praful Chavda proposed and Mr. Kamal
Kishor seconded the following resolution for being passed as an Ordinary Resolution:- “RESOLVED
THAT Mr. Vineet
Agarwal who retires by rotation and being eligible for reappointment is hereby
appointed as Director of the company liable to retire by rotation.” On being put to vote by show of hands,
the resolution was carried unanimously. Appointment of
M/s Anand Jain & Co., as Statutory Auditors
Mr. Kamal Kishor proposed and Mr. Shankar
Lal Laddha seconded the following resolution for being passed as an Ordinary Resolution:- “RESOLVED
THAT M/s
Anand Jain & Co., Chartered Accountants, be and are hereby appointed as
auditors of the company to hold office from the conclusion of the ensuing this Annual
General Meeting until the conclusion of the next Annual General Meeting of the
company at a remuneration to be fixed by the Board of Directors of the Company.” On being put to vote by show of hands,
the resolution was carried out by majority. Increasing
The Borrowing Limit (apart from temporary Loans) Under Section 293(1) (d) Upto
Rs. 100 Crores Mr. Shrikant proposed and Mr. Sita Ram
seconded the following resolution for being passed as an Ordinary Resolution:- “RESOLVED
THAT in
supersession of all previous resolutions passed in this regard and pursuant to
the provisions of section 293(1)(d) and
other applicable provisions of the Companies Act,1956, if any, consent of the
company be and is hereby accorded to the Board of Directors of the Company for borrowing
from time to time any sum(s) of money on such terms and conditions whether with or without security as
the Board of Directors may think fit, which together with money already borrowed
by the company (apart from temporary loans obtained or to be obtained from the Company’s bankers in
the ordinary course of business), may exceed the aggregate of the paid-up share
capital of the company and its free reserves, that is to say, reserves not set
apart for any specific purpose of the company at the relevant point of time,
provided that the total amount of money/moneys so borrowed by the Board of
Directors shall not at any time exceed Rs. 100 Crores (Rupees Hundred Crores
Only). On being put to vote by show of hands,
the resolution was carried out by majority. Increasing
The Limit for mortgaging the assets of the company for securing fund based and
non fund based credit facilities Under Section 293(1) (a) Upto Rs. 100 Crores Mr. Shankar Lal Laddha proposed and
Mr. Praful Chavda seconded the following resolution for being passed as an Ordinary Resolution:- “RESOLVED
THAT in
supersession of all previous resolutions passed in this regard the consent of
the Company be and is hereby accorded in terms of Section 293(1)(a) and other applicable
provisions, if any, of the Companies Act, 1956 to the Board of Directors for
mortgaging and or charging in such form and manner and on such terms and at
such time(s) as the Board of Directors may deem fir, the whole or
substantially the whole of the undertaking of the company, all the moveable and
immovable properties of the company, present and future wheresoever situated in
favour of Financial/Investment Institution(s)/Bank(s) to secure the loan(s)
and/or other fund/non-fund based credit facilities availed or proposed to be
availed together with interest thereon and
such other costs, charges, expenses and other moneys payable by the company as
per the terms and conditions of loan agreement entered into or proposed to be
entered into by the Company,
upto the maximum ceiling of Rs. 100 Crores (Rupees Hundred Crores Only). Chairman informed the meeting that this resolution is to be passed through
Postal Ballot Process. He further a informed that as per the report submitted
by the Scrutinizer, 13 valid postal ballot forms duly filled and signed by the
shareholders holding 36,55,769 shares (89.86% of total share capital) were
received in stipulated time and all gave their assent in favour of the
resolution 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. For Transcorp
International Limited
Dilip Kumar Morwal Company Secretary |
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NOTICE |
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NOTICE is hereby given that
Company has dispatched on 28th June 2011 (date of commencement of
voting) to all the shareholders the ballot papers for passing ordinary
resolution as required by Companies (Passing of Resolution by Postal Ballot) Rules,
2011 along with notice of 16th Annual General Meeting to be held on
Thursday the 28th July, 2011 at 10:00 A.M. at Surana Udhyog
Auditorium, The Federation of Andhra Pradesh, Chambers of Commerce &
Industries, 11-6-841, Red Hills, Hyderabad-500004 (A.P.). Shareholders are
requested to send the duly completed postal ballot form so as to reach the
scrutinizer not later than the close of working hours on 27th July
2011. Postal ballot forms received after this date will be strictly treated as
if reply from such shareholder has not been received. Shareholders who have not
received the postal ballot form may apply to the company and obtain a duplicate
thereof. 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 Monday, the
24th January, 2011, at Jaipur to consider, inter-alia, the Limitedly
Reviewed Financial Results for the quarter and nine months ended 31st December 2010 and to
discuss the matter of shifting Registered Office from the State of Andhra
Pradesh to National Capital Territory of Delhi. NOTICE is hereby given that
the Share transfer books and the register of members will remain close from 26th
July 2011 to 27th July 2011 (both days inclusive). |
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Scrutinizer Report |
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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:-
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 The result of the Postal Ballot for the above mentioned Resolution No. 1 is as under:-
Details of the votes Polled are as under:-
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 2nd 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.
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:-
Details of the votes Polled are as under:-
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 2nd 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: Date: 21.01.2010 |
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Proceedings of EOGM held on 21st January 2010 |
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CERTIFIED TRUE COPY OF THE PROCEEDINGS OF THE EXTRA ORDINARY GENERAL MEETING OF TRANSCORP INTERNAITONAL LIMITED HELD AT PLOT NO. 3, HAF POCKET, 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 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.
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 Dilip Kumar Morwal Company Secretary Date:- 21.01.2010 Place:-
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Next Audit Committee and Board Meeting |
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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. |
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Board Meeting On 2nd Dec2009 |
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In the Board Meeting of Transcorp International Limited held on 2nd December 2009, it was decided to have an Extra Ordinary General Meeting on 21st January 2010 at |
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Next Board Meeting |
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"Meeting of the Board of Directors of the Company will be held on December 02, 2009, to discuss the matter related to alteration of the object clause of the Company and setting a Wholly Owned Subsidiary abroad and other business matters."
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Share Transfer Books of the Company |
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"The Register of Members & Share Transfer Books of the Company will remain closed from July 26, 2011 to July 27, 2011 (both days inclusive) for the purpose of Payment of Dividend & 16th Annual General Meeting (AGM) of the Company to be held on July 28, 2011." |
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Notice of next Board Meeting |
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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. |
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