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NOTICE

NOTICE is hereby given that an EXTRAODINARY GENERAL


MEETING of the shareholders of the Company will be held on
Wednesday the 25th November, 2000 at 11 A.M at registered office
of the Company at No.50-A BHavaji Nagar, Chengam Road,
Thiruvannamalai – 606601, to transact the following business:

1. To consider and if thought fit, to pass with or without


modifications, the following resolution as SPECIAL RESOLUTION:

“RESOLVED THAT Pursuant to Section 94 and other


applicable provisions, if any, of the Companies Act,1956,the
Authorized Share Capital of the Company be and is hereby
increased from Rs.10,00,000/-(Rupees Ten Lacs only) to
Rs.10,00,00,000/-(Rupees Ten Crores only) by creation of
99,90,000(Ninty nine Lacs and ninty Thousand only) Equity
Shares of Rs.10(Rupees Ten only) each over and above the
existing Capital of 10,00,000(Ten Lacs only)Equity Shares of
Rs 10 each(Rupees Ten only) each”.

2. To consider and if thought fit, to pass with or without


modifications, the following resolution as SPECIAL RESOLUTION:

“RESOLVED THAT Pursuant to Section 16 and other


applicable provisions, if any, of the Companies Act,1956, the
first few lines of existing Clause V of the Memorandum of
Association of the Company be and is hereby altered by
deleting the same and substituting in its place the following:

V. The Authorized Share Capital of the Company is


Rs.10,00, 00,000/-(Rupees Ten Crores only) divided in to
1,00,00,000(One Crore only) Equity Shares of Rs.10
(Rupees Ten only) each."
3. To consider and if thought fit, to pass with or without
modifications, the following resolution as SPECIAL RESOLUTION:

“RESOLVED THAT Pursuant to Section 31 and other


applicable provisions, if any, of the Companies Act,1956,the
existing Article no.5(a) of the Articles of Association of the
Company be and is hereby altered by deleting the same and
substituting minutes place the following :

5 (a) The Authorized Share Capital of the Company is


Rs.10,00, 00,000/-(Rupees Ten Crores only) divided in to
1,00,00,000(One Crore only) Equity Shares of Rs.10
(Rupees Ten only) each."

/ BY ORDER OF THE BOARD/

For ARUNAI GRANITIES PRIVATE LTD

Place: Chennai

Date:

DIRECTOR

Note:

1. A member entitled to attend and vote at the meeting is entitled


to appoint a proxy to attend and vote instead of himself and the
proxy need not be a member of the Company.

2. The Proxy form duly stamped and executed should reach the
Registered Office the Company at least 48 hours before meeting.
3. The Explanatory Statement pursuant to Section 173(2) of the
Companies Act, 1956 in respect of the Special Business set out in
item Nos. 1 to 3 above is annexed hereto.

//CERTIFIED TRUE COPY//


CERTIFIED TRUE COPY OF RESOLUTIONS PASSED AT THE
EXTRA ORDINARY GENERAL MEETING OF THE
SHAREHOLDERS OF THE COMPANY HELD ON MONDAY, THE
25th November, 2009.

“RESOLVED THAT Pursuant to Section 94 and other


applicable provisions, if any, of the Companies Act,1956,the
Authorized Share Capital of the Company be and is hereby
increased from Rs.10,00,000/-(Rupees Ten Lacs only) to
Rs.10,00,00,000/-(Rupees Ten Crores only) by creation of
99,90,000(Ninty nine Lacs and ninty Thousand only) Equity
Shares of Rs.10(Rupees Ten only) each over and above the
existing Capital of 10,00,000(Ten Lacs only)Equity Shares of
Rs 10 each(Rupees Ten only) each”.

“RESOLVED THAT Pursuant to Section 16 and other


applicable provisions, if any, of the Companies Act,1956,
the first few lines of existing Clause V of the Memorandum
of Association of the Company be and is hereby altered
by deleting the same and substituting in its place the
following:

V. The Authorized Share Capital of the Company is


Rs.10,00, 00,000/-(Rupees Ten Crores only) divided in to
1,00,00,000(One Crore only) Equity Shares of Rs.10
(Rupees Ten only) each."

“RESOLVED THAT Pursuant to Section 31 and other


applicable provisions, if any, of the Companies
Act,1956,the existing Article no.5(a) of the Articles of
Association of the Company be and is hereby altered by
deleting the same and substituting minutes place the
following :

5 (a) The Authorized Share Capital of the Company is


Rs.10,00, 00,000/-(Rupees Ten Crores only) divided in to
1,00,00,000(One Crore only) Equity Shares of Rs.10
(Rupees Ten only) each."
Sd/-
CHAIRMAN

//CERTIFIED TRUE COPY//


EXPLANATORY STATEMENT PURSUANT TO SEC. 173 (2) OF THE
COMPANIES ACT, 1956.

ITEM No. 1
The Company desires to expand its business activities, it requires
enhancement of authorized Capital from the existing ceiling of Rs.
10.00 lacs. To Rs. 1000.00 lacs. As it needs the consent of members
in general meeting under Section 94 of the Companies Act, 1956 the
same is placed for your approval. The Board recommends the passing
of the resolution under this item.
MEMORANDUM OF INTEREST OF DIRECTORS:-

None of the Directors may be deemed to be concerned or interested in


the resolution.
ITEM No. 2
As the Company plans to increase the Authorized share capital from Rs.
10.00 lacs to Rs. 1000.00 lacs, the relevant Clause V of the
Memorandum of Association requires to be amended as per Section 16
of the Companies Act, 1956. Hence, the relevant resolution is placed
before the members for obtaining their consent in the ensuing Annual
General Meeting. The Board recommends the passing the resolution as
a Special Resolution.
MEMORANDUM OF INTEREST OF DIRECTORS:-
None of the Directors may be deemed to be concerned or interested in
the resolution.
ITEM No. 3
As the increase in the Authorized Share Capital of the Company from
Rs. 10.00 lacs to Rs. 1000.00 lacs require alteration of Article No.
5(a) of the Articles of Association of the Company the necessary
resolution to alter the Article is placed before the members for their
approval. The Board recommends the same for the approval of the
members.
MEMORANDUM OF INTEREST OF DIRECTORS:-
None of the Directors may be deemed to be concerned or interested in
the resolution.

Place: Chennai. On BEHALF OF THE BOARD OF


DIRECTORS
Date:
DIRECTOR

/CERTIFIED TRUE COPY/


CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE
MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY
HELD ON WEDNESDAY, THE , 2009.

“RESOLVED THAT Mr. E.V. KUMARAN, Director be


and is hereby authorized to sign and file Form No. 5
& Form No. 23 along with necessary enclosures with
the Registrar of Companies, Tamil Nadu, Chennai
and to do all acts, deeds in order to give effect to
the increase of Authorized Share Capital.

Sd/-
CHAIRMAN
The Registrar of Companies,
Office of the Registrar of Companies,
Shastri Bhavan,
Haddows Road,
Chennai – 600 006.

Dear Sir,

Sub: Filing of Form 5 & 23


Ref: CIN:
Authorized Capital Rs. 1000.00 Lakhs
__________

With reference to the above, please fine enclosed the following


documents for your record with necessary filing fees:

1) Form No. 5 for increase of Authorized Share Capital from


Rs. 10 Lakhs to Rs. 1 Crores

2) Form No. 23, (EGM held on

a. Copy of Resolution along with Copy of Explanatory


Statement under Section 173
b. Memorandum of Association and Articles of
Association
c. Extraordinary General Meeting Notice

3) Filing fees vide

Kindly acknowledge receipt of the same.

Thanking you,
Yours faithfully,
For ARUNAI GRANITES PRIVATE LTD
Director

Encl: as above

MINUTES OF EXTRA ORDINARY GENERAL MEETING

Minutes of the Extra Ordinary General Meeting of ARUNAI


GRANITES PVT LIMITED held on Monday 25th Novemberh,2009 at
the Registered office of the Company at No.50-A, Bhavaji Nagar,
Chengam Road, Thiruvannamalai – 606601 at 11.A.M

Present: 1.Mr.E.V KUMARAN


2. Mr.E.V. KAMBAN Members in Person.

1. CHAIRMAN OF THE MEETING :

Mr.E.V.KUMARAN was unanimously elected as Chairman of the


Meeting and he occupied the Chair

2. QUORUM:

After ascertaining that the required Quorum was present, the


Chairman called the Meeting. Then he read the Notice of Extra
Ordinary General Meeting and explains the purpose for which it was
called.

3. INCREASE OF AUTHORISED CAPITAL FROM RS.10 LACS TO


RS.1000 LACS:

The Chairman explained the Members the necessity of increasing


the Authorized Capital for diversification of the Business. After due
deliberations the following Resolutions were unanimously passed:

A. To increase the Authorized Capital from Rs.10 Lacs to


Rs.1000 Lacs
“RESOLVED THAT Pursuant to Section 94 and other
applicable provisions, if any, of the Companies Act,1956,the
Authorized Share Capital of the Company be and is hereby
increased from Rs.10,00,000/-(Rupees Ten Lacs only) to
Rs.10,00,00,000/-(Rupees Ten Crores only) by creation of
99,90,000(Ninty nine Lacs and ninty Thousand only) Equity
Shares of Rs.10(Rupees Ten only) each over and above the
existing Capital of 10,00,000(Ten Lacs only)Equity Shares of
Rs 10 each(Rupees Ten only) each”.

The above Resolution was proposed by


Mr.E.V.KUMARANand Seconded by Mr.E.V.KAMBAN:

Then it was put to Vote and was carried unanimously

B. To amend the Clauses in the Memorandum and Articles of


Associations suitably:

“RESOLVED THAT Pursuant to Section 16 and other


applicable provisions, if any, of the Companies Act,1956,
the first few lines of existing Clause V of the Memorandum
of Association of the Company be and is hereby altered
by deleting the same and substituting in its place the
following:

V. The Authorized Share Capital of the


Company is Rs.10,00, 00,000/-(Rupees Ten
Crores only) divided in to 1,00,00,000(One
Crore only) Equity Shares of Rs.10 (Rupees Ten
only) each."

The above Resolution was proposed by


Mr.E.V.KAMBAN and Seconded by Mr.
E.V.KUMARAN:

Then it was put to Vote and was carried unanimously

4. VOTE OF THANKS:
There being no other business to transact, the Meeting
terminated with a vote of thanks to the Chair.

CHAIRMAN
MINUTES OF BOARD MEETING

Minutes of the Meeting of Board of Directors of JOVE MULTISYSTEMS (P)


LTD held on Wednesday the , 2008 at Registered office of the
Company at No.6, Janaki Nagar,Arcot Road, Valasaravakkam, Chennai
– 600 087 at 11 A.M.

Present: 1.Mr.E.V.KUMARAN
2.Mr.E.V.KAMBAN Directors.

1 CHAIRMAN OF THE MEETING :

Mr.E.V.KUMARAN was unanimously elected as Chairman of


the Meeting and he occupied the Chair

2 APPROVAL OF MINUTES OF PREVIOUS BOARD MEETING:

The Minutes of the previous Board Meeting held on December,


2007 was considered, approved and adopted.

3 PROPOSAL FOR EXPANSION OF BUSINESS:

The Chairman explained the Members that the Company


proposes to expand its business activities and hence requires
increase in the authorized Capital of the Company. After
discussion among the members, the following Resolutions
were unanimously passed:

A. To increase the Authorized Capital from Rs.10 Lacs to


Rs.1000 Lacs

“RESOLVED THAT Pursuant to Section 94 and other


applicable provisions, if any, of the Companies
Act,1956,the Authorized Share Capital of the Company be
and is hereby increased from Rs.10,00,000/-(Rupees Ten
Lacs only) to Rs.10,00,00,000/-(Rupees Ten Crores only)
by creation of 99,90,000(Ninty nine Lacs and ninty
Thousand only) Equity Shares of Rs.10(Rupees Ten only)
each over and above the existing Capital of 10,00,000(Ten
Lacs only)Equity Shares of Rs 10 each(Rupees Ten only)
each”.
B. To amend the Clauses in the Memorandum and Articles of
Associations suitably:

“RESOLVED THAT Pursuant to Section 16 and other


applicable provisions, if any, of the Companies Act,1956,
the first few lines of existing Clause V of the Memorandum
of Association of the Company be and is hereby altered
by deleting the same and substituting in its place the
following:

V. The Authorized Share Capital of the


Company is Rs.10,00, 00,000/-(Rupees Ten
Crores only) divided in to 1,00,00,000(One
Crore only) Equity Shares of Rs.10 (Rupees
Ten only) each."

C. To Authorize one of the Directors to file the Forms and to


do all acts:

“RESOLVED THAT Mr.E.V.KUMARAN, Director be and is


hereby authorized to sign Forms 5 and 23 intimating the
increase in the authorized Capital from Rs.10 Lacs to
Rs.1000 Lacs and to do all acts things and deeds in order
to give effect to above proposal and also sign the
necessary Forms and enclosures as may be necessary in
order to file the same with Registrar of Companies,
Tamilnadu at Chennai:”

4 CONVENING OF EXTRA ORDINARY GENERAL MEETING:

The Chairman explained the Members as the Company


proposes to expand its business activities which require
increase in the authorized Capital of the Company which
needs the consent of Members in General Meeting the
following Resolutions were unanimously passed:
i) “RESOLVED THAT the Company do
convene an Extra Ordinary General
Meeting on Monday the 3rd March, 2008 at
registered office of the Company at No.50-
A, Bhavaji Nagar,Chengam
Road,Thiruvannamalai - 606601

ii)“FURTHER RESOLVED THAT Mr.


E,V.KUMARAN Director be is here by
authorized to sign the EGM Notice,
Explanatory statement.

iii)“RESOLVED FURTHER THAT


Mr.S.R.VENKATESWARAN, Director be and is
hereby authorized to sign Forms 5 and 23
intimating the increase in the authorized
Capital from Rs.10 Lacs to Rs.1000 Lacs and
to do all acts, deeds in order to give effect to
the above proposal and also to sign the
necessary enclosures as may be necessary in
order to file the same with the Registrar of
Companies, Tamilnadu at Chennai”.

5. VOTE OF THANKS:

There being no other business to transact, the Meeting


terminated with a vote of thanks to the Chair.

CHAIRMAN