Darcl Logistics Limited

Regd. Office: M-2, Himland House, Karampura Commercial Complex, Delhi-110 015
Corporate Identity Number (CIN):- U60222DL1986PLC026342

NOTICE TO THE MEMBERS

NOTICE is hereby given that the Extra Ordinary General Meeting of Shareholders of M/s. Darcl Logistics Limited
will be held on Saturday, the 14
th
day of June, 2014 at 11:00 A.M. at the Corporate Office of the Company situated at
SCO 47, 3
rd
Floor, Civil Lines, Gurgaon-122001 to transact the following business: -

Special business:

1. To pass resolution u/s 180 (1) (c ) of Companies Act, 2013.
To consider and if thought fit, to pass with or without modification, the following resolution as a Special
Resolution:-

RESOLVED THAT in supersession of the earlier resolution passed by the Members at their meeting held on
29.09.2010, consent of the Members be and is hereby accorded pursuant to the provision of Section 180(1)(c)
and any other applicable provision of the Companies Act, 2013 {including any statutory modification(s) thereof
and any rules there under for the time being in force} authorized to borrow money from time to time up to a
limit not exceeding in the aggregate Rs. 450 Crores (Rupees Four Hundred Fifty Crores Only) notwithstanding
that money to be borrowed, together with the money already borrowed by the Company (apart from temporary
loans obtained from the Companys bankers in the ordinary course of business), will exceed the aggregate of
the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific
purpose.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do or
cause to be done all such acts, matters, deeds and other things as may be required or considered necessary or
incidental thereto, for giving effect to the aforesaid resolution

2. To alter Article of Association of the Company
To consider and if thought fit, to pass with or without modification, the following resolution as a Special
Resolution:-
RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the
Companies Act, 2013, the Articles of Association of the Company be and is hereby altered in the following
manner:-

i. Article 1.1 Key Management Personnel to be substituted as

Key Managerial Personnel which should means the Chief Executive Officer or the managing director or
the manager, the Company Secretary, the Whole Time Director, the Chief Financial Officer and such other
officer as may be prescribed of the Company and its Subsidiaries.

ii. Article 108 .1 of Articles to be substituted as
Not less than two-third of the total number of Directors shall be persons whose period of office is liable to
determination by retirement of Directors by rotation excluding the Independent Director(s).
iii Article 118 A to be inserted in Articles as An individual can be appointed and reappointed as the chairman
of the company as well as the Managing Director or Chief Executive Officer of the company at the same
time.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to file
all the necessary forms and other necessary documents as may be required by the statutory authorities
including the Registrar of Companies, Delhi and Haryana and to do such acts, deeds and things that may be
required for the purpose of alteration of Articles of Association of the Company that may be suggested by the
Registrar of Companies or such other statutory authorities in the implementation of the aforesaid resolutions
and to authorize such person or persons to give effect to the above resolutions and to submit all documents to
the concerned authorities with regard to the same and to take all the necessary steps in this regard.


3. To alter Memorandum of Association of the Company
To consider and if thought fit, to pass with or without modification, the following resolution as a Special
Resolution:-
RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the
Companies Act, 2013, the Object Clause III A (Main Object) of Memorandum of Association of the Company
be and is hereby altered by inserting following new objects 6, 7 & 8 after the existing clause 5 and renumbered
accordingly:

6. To carry on business of supply of tangible goods for use.
7. To provide the information technology software service.
8. To provide the manpower recruitment services.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to file
all the necessary forms and other necessary documents as may be required by the statutory authorities
including the Registrar of Companies, Delhi and Haryana and to do such acts, deeds and things that may be
required for the purpose of alteration of Memorandum of Association of the Company that may be suggested
by the Registrar of Companies or such other statutory authorities in the implementation of the aforesaid
resolutions and to authorize such person or persons to give effect to the above resolutions and to submit all
documents to the concerned authorities with regard to the same and to take all the necessary steps in this
regard.

4. To allow to continue fleet operations through fleet owned by Sh. Darshan Kumar Agarwal, WTD in
the Company for the period 01.4.2014 to 30.09.2014.
To consider and if thought fit, to pass with or without modification, the following resolution as a Special
Resolution:-
RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the
Companies Act, 2013, consent be and is hereby accorded to the transactions being undertaken between the
Company and Shri Darshan Kumar Aggarwal, WTD for the period of 6 months i.e. 01.04.2014 to 30.09.2014
to the tune of Rs. 1,00,00,000/- (Rupees One Crore only) for supply of services by placing the Fleet in the
Company.
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to file
all the necessary forms and other necessary documents as may be required by the statutory authorities
including the Registrar of Companies, Delhi and Haryana and to do such acts, deeds and things that may be
required that may be suggested by the Registrar of Companies or such other statutory authorities in the
implementation of the aforesaid resolutions and to authorize such person or persons to give effect to the above
resolutions and to submit all documents to the concerned authorities with regard to the same and to take all the
necessary steps in this regard.

Regd. Office: -
M-2, Himland House By order of the Board of Directors of
Karampura Commercial Complex Darcl Logistics Limited
New Delhi-110 015
Sd/-
Date:21.05.2014 (Apoorva Kumar)
Place:Gurgaon Company Secretary

NOTES:-
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote
instead of himself. In the case of a Corporate Member, it is requested to send a certified copy of the
Board Resolution authorizing the representative to attend and vote on its behalf at the meeting. Proxy
form duly filled in, stamped and signed must reach the registered office of the Company situated at M-2,
Himland House, Karampura Commercial Complex, New Delhi - 110 015 at least 48 hours before the
meeting.

2. The explanatory statement pursuant to Section 102 of the Companies Act, 2013 read with Section 173(2) of
the erstwhile Companies Act, 1956 is annexed hereto.

3. The Company has appointed M/s Link Intime India Private Limited as its Registrar & Share Transfer Agent
(RTA). Members are requested to correspond directly with RTA for any kind of share related matter like
transfer /transmission of shares, issue of duplicate share certificate, consolidation, etc.
4. The Company has availed facility for de-materialization of its equity shares from both NSDL and CDSL.
Members holding physical share certificates are requested to de-materialize their equity shares.

5. Members holding shares in demat mode are requested to notify their change of particulars, if any, to their
respective depository participants.
6. Members may avail the nomination facility in respect of shares held by them in the Company.

7. Members are requested to send and get their e-mail registered with the Company for the purpose of future
communication through e-mail as initiated by Ministry of Corporate Affairs vide Circular No. 18/2011 dated
April 29, 2011.

8. Members are requested to update their Permanent Account Number (PAN) as per the provisions under the
Companies Act 2013.

9. Members are requested to update their latest residential address.

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ANNEXURE TO THE NOTICE

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

Item No.1
The shareholders of the Company had by an ordinary resolution passed on 29th September, 2010 authorized the Board
of Directors to borrow monies (apart from temporary loans obtained or to be obtained from the Company's bankers in
the ordinary course of business) from time to time on behalf of the Company not exceeding Rs.450 crores over and
above the paid up capital of the Company and its free reserves, for the business of the Company. However, Section
180(1) of the Companies Act, 2013 provides that the Board of Directors of a company shall exercise the said power
only with the consent of the Company by a special resolution. Hence, the Special Resolution at Item No.1 is intended
for this purpose.

The Board of Directors in its meeting held on 13.03.2014 has recommended to pass the resolution as Special
Resolution.

None of the Directors, KMPs of the Company or their relatives is interested in this resolution.


Item No. 2
Keeping in view the requirement of Companies Act, 2013, there is need to amend certain clauses of Article of the
Company. Following amendment is required:

Amendment in Article 1.1 to define Key Management Personnel
Now Key Managerial Personnel to be defined as Companies Act 2013 now defines Key Managerial Personnel
including Chief Executive Officer or the Managing Director or the Manager, the Company Secretary, the Whole Time
Director, the Chief Financial Officer and such other officer as may be prescribed of the Company and its Subsidiaries.

Amendment in Article 108.1
The Companies Act, 2013 now states that Independent Directors appointed by the Company are not liable to retire by
rotation. Thus amendment required in Article to state that Independent Directors are not liable to retire by rotation.

Inserting new Article 118 A Section 203 of the Companies Act, 2013
There is a prohibition that an individual shall not be appointed or reappointed as the chairperson of the company, in
pursuance of the Articles of the company, as well as the managing director or Chief Executive Officer of the company
at the same time after the date of commencement of Companies Act, 2013 unless,
(a) the Articles of such a company provide otherwise; or
(b) the Company does not carry multiple businesses:

Thus to appoint the individual as Chairman and Managing Director of the Company, the new Article required to be
inserted. The new Article would be An individual can be appointed and reappointed as the Chairman of the Company
as well as the Managing Director or Chief Executive Officer of the company at the same time.

Section 14 of the Companies Act, 2013 provides that alteration in Articles of Association are allowed with the consent
of the Company by a Special Resolution. Hence, the Special Resolution at Item No. 2 is intended for this purpose,

The Board of Directors in its meeting held on 09.05.2014 has recommended to pass the resolution as a Special
Resolution.

Shri Krishan Kumar Agarwal, CMD is interested in this Resolution to the extent of his working as CMD in the
Company. None of the Directors, KMPs of the Company or their relatives is interested in this resolution.

Item No. 3
Your Company has proposed to start new businesses for which there is requirement to amend the Object clause of
Memorandum of Association of the Company. The business of supply of tangible goods for use, providing of
information technology software service and to provide the manpower recruitment service are proposed to be initiated.

Section 13 of the Companies Act, 2013 provides that amendment in Memorandum of Association is allowed with the
consent of the Company by a special resolution. Hence, the Special Resolution at Item No. 3 is intended for this
purpose,

None of the Directors, KMPs of the Company or their relatives is interested in this resolution.


Item No. 4
Shri. D.K. Agarwal, WTD owns 8 no. of Trailers which are registered in his name. The said fleet was in operation in
the Company during F.Y. 2012-13 and 2013-14. Based on approval of Board in its meeting held on 29.09.2012, the
approval of Central Government was obtained. The approval of Central Government was permissible upto 31.3.2014
only.

Shri D.K. Agarwal has again requested to allow extension of 6 months for continuing fleet operation of these 8 trailers
registered in his name i.e. w.e.f. 01.04.2014 to 30.09.2014 stating that he has considered to dispose of these vehicles
but market rate was low and he has to incur a huge loss. The Board of Directors of the Company subject to approval of
shareholder has allowed the extension of operation of these fleets into the Company for the period 01.04.2014 to
30.09.2014 in its Meeting held on 13.03.2014. In view of the amended provisions to take approval of Audit Committee
also on all related party transactions, the proposal was placed with the Audit Committee Meeting held on 08.05.2014
and based on its approval, the proposal was again placed in the Board Meeting held on 09.05.2014 and got the
approval of the Board subject to your approval. The amount of transaction during the said period would be upto
Rs. 1.00 crore. Section 188 of the Companies Act, 2013 provides that such related party transactions are allowed with
the consent of the Company by a special resolution. Hence, the Special Resolution at Item No. 4 is intended for this
purpose,

The Board of Directors in its meeting held on 09.05.2014 has recommended to pass the resolution as a Special
Resolution.

Shri K.K.Agarwal, CMD and the WTDs namely S/Shri D.K.Aggarwal, R.L.Aggarwal and N.K.Agarwal are directly
interested in this resolution and no other Directors/key managerial personnel are in any way interested in this
resolution. Relatives of Sh. D.K. Agarwal working in the Company will also be treated interested by virtue of their
relations with Sh. D.K. Agarwal.

Regd. Office: -
M-2, Himland House By order of the Board of Directors of
Karampura Commercial Complex Darcl Logistics Limited
New Delhi-110 015
Sd/-
Date: 21.05.2014 (Apoorva Kumar)
Place: Gurgaon Company Secretary