Notice Container Corporation of India Ltd
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NOTICE CONTAINER CORPORATION OF INDIA LTD. Regd. Office: C-3, CONCOR Bhawan, Mathura Road, Opp. Apollo Hospital, New Delhi -110076 (CIN : L63011DL1988GOI030915) Email: [email protected], Website: www.concorindia.com Phone: 011-41673093-96, Fax: 011-41673112 Notice is hereby given that the 28th Annual General Meeting of the Shareholders of the Company will be held as under: Day : Tuesday Date : 13th September, 2016 Time : 04.00 p.m. IST Venue : Auditorium, National Rail Museum, Nyaya Marg, Near Bhutan Embassey, Chanakyapuri, New Delhi –110021 to transact, with or without modifications, as may be permissible, the following business : ORDINARY BUSINESS: To consider, and if thought fit, to pass the following resolutions as Ordinary Resolutions: 1) To receive, consider and adopt the Financial Statements (Standalone and Consolidated) of the Company for the year ended 31st March, 2016, including Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss for the year ended on that date and the Reports of Board of Directors and Auditors thereon. 2) To confirm the payment of Interim dividend and to declare final dividend on equity shares for the financial year ended 31st March, 2016. 3) To appoint a Director in place of Shri Anil Kumar Gupta, Chairman and Managing Director (DIN: 00066328), who retires by rotation and being eligible, offers himself for reappointment. 4) To appoint a Director in place of Dr. P. Alli Rani , Director (Finance) (DIN: 02305257), who retires by rotation and being eligible, offers herself for reappointment. 5) To take note of the appointment of M/s. Kumar Vijay Gupta & Co., Chartered Accountants, New Delhi as Statutory Auditors of the Company and fix their remuneration and to pass the following resolution as an Ordinary Resolution: "RESOLVED that the appointment of M/s. Kumar Vijay Gupta & Co., Chartered Accountants, as Statutory Auditors of the Company for the financial year 2015-16 in terms of the order CA.V/COY/CENTRAL GOVERNMENT,CCIL(9)/587, dated 17.07.2015 of Comptroller & Auditor General of India be and is hereby noted. They may be paid such remuneration as may be fixed by the Board of Directors of the company from time to time. Further, the remuneration payable to the branch auditors appointed by C&AG of India may also be fixed by the Board of Directors of the company from time to time.” SPECIAL BUSINESS: 6) To consider, and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “Resolved that pursuant to the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri Kamlesh Shivji Vikamsey (DIN: 00059620), who was appointed as a Part-time Non-official (Independent) Director by the Ministry of Railways vide its order no. 2010/PL/51/1, dated 01.04.2016 and was accordingly appointed as Director of the company by the Board of Directors on 05.04.2016 and in respect of whom the Company has received a notice in writing from the director himself, be and is hereby appointed as a Director of the Company” 7) To consider, and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “Resolved that pursuant to the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri Raj Krishan Malhotra (DIN: 07483272), who was appointed as a Part-time Non-official (Independent) Director by the Ministry of Railways vide its order no. 2010/PL/51/1, dated 01.04.2016 and was accordingly appointed as Director of the company by the Board of Directors on 05.04.2016 and in respect of whom the Company has received a notice in writing from the director himself, be and is hereby appointed as a Director of the Company.” 1 8) To consider, and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “Resolved that pursuant to the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri Sanjeev S. Shah (DIN: 00323163), who was appointed as a Part-time Non-official (Independent) Director by the Ministry of Railways vide its order no. 2010/PL/51/1, dated 01.04.2016 and was accordingly appointed as Director of the company by the Board of Directors on 05.04.2016 and in respect of whom the Company has received a notice in writing from the director himself, be and is hereby appointed as a Director of the Company.” 9) To consider, and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “Resolved that pursuant to the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri S. K. Sharma (DIN: 07522844), who was appointed as a Director (Government Nominee) by the Ministry of Railways vide its order no. 2004/PL/51/3, dated 06.05.2016 and was accordingly appointed as Director of the company by the Board of Directors on 22.05.2016 and in respect of whom the Company has received a notice in writing from the director himself, be and is hereby appointed as a Director of the Company, liable to retire by rotation, on terms & conditions determined by the Govt. of India.” 10) To consider, and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “Resolved that pursuant to the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri Sanjay Bajpai (DIN: 07549036), who was appointed as a Director (Government Nominee) by the Ministry of Railways vide its order no. 2004/PL/51/3, dated 10.06.2016 and was accordingly appointed as Director of the company by the Board of Directors on 01.07.2016 and in respect of whom the Company has received a notice in writing from the director himself, be and is hereby appointed as a Director of the Company, liable to retire by rotation, on terms & conditions determined by the Govt. of India.” 11) To consider, and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “Resolved that pursuant to the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri Pradip Kumar Agrawal (DIN: 07557080), who was appointed as a Director (Domestic Division) by the Ministry of Railways vide its order no. 2015/E/(O)II/40/6, dated 30.06.2016 and was accordingly appointed as Director (Domestic Division) of the company by the Board of Directors on 01.07.2016 and in respect of whom the Company has received a notice in writing from the director himself, be and is hereby appointed as a Director of the Company, liable to retire by rotation, on terms & conditions determined by the Govt. of India.” 12) To consider, and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “Resolved that pursuant to the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri Sanjay Swarup (DIN: 05159435), who was appointed as a Director (International Marketing & Operations) by the Ministry of Railways vide its order no. 2015/E/(O)II/40/7, dated 05.07.2016 and was accordingly appointed as Director (International Marketing & Operations) of the company by the Board of Directors on 09.08.2016, which will be effective from the date of his assumption of charge of the post on or after 01.09.2016 and in respect of whom the Company has received a notice in writing from him, be and is hereby appointed as a Director of the Company, liable to retire by rotation, on terms & conditions determined by the Govt. of India.” 13) To consider, and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 61 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014 framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the Authorised Share Capital of the Company be and is hereby increased from the existing R200,00,00,000 (Rupees two hundred crores) divided into 20,00,00,000 (Twenty crores) Equity Shares of Rs.10 (Rupees ten) each to R400,00,00,000 (Rupees four hundred crores) divided into 40,00,00,000 (Forty crores) Equity Shares of Rs.10 (Rupees ten) each by creation of additional 20,00,00,000 (Twenty crores) Equity Shares of Rs.10 (Rupees ten) each which shall rank pari-passu with the existing Equity shares of the Company.” 14) To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution: “RESOLVED THAT, pursuant to the provisions of Sections 13 and 61 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Clause V of the Memorandum of Association of the Company be and is hereby altered and substituted by the following : V. SHARE CAPITAL The Authorised Share Capital of the Company is R400,00,00,000 (Rupees four hundred crores) divided into 40,00,00,000 (Fourty crores) Equity Shares of R10/- (Rupees ten) each. 2 15) To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution: “RESOLVED THAT, pursuant to the provisions of Section 14 and other applicable provisions of the Companies Act, 2013 and the rules issued there under (including any statutory modification(s) or re-enactment thereof for the time being in force), Article 5 of the Articles of Association of the Company relating to authorised Share Capital be and is hereby altered and substituted by the following: Article 5: The Authorised Share Capital of the Company shall be as stated in clause V of Memorandum of Association of the Company.” By order of Board of CONTAINER CORPORATION OF INDIA LIMITED Sd/- Date : 09.08.2016 (Harish Chandra) Place : New Delhi Group General Manager (Fin.) & Company Secretary NOTES: 1.