Gulshan Chemfill Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on April 11, 2008, inter alia, to transact the following business :
1. To alter the Memorandum and Articles of Association of the Company by inserting the following new clauses 1 to 8 under “Main Objects” by replacing existing main objects No 1 to 5 in Memorandum and Articles of Association of Company:
Clause No. 1: To build, construct, alter, enlarge, remove, pull down, replace, maintain, improve, develop, work, control and manage in India or abroad any buildings, offices, apartments, colonies, factories, go-downs, mills, ships, machinery, engines, water-works, gasworks, bridges, Dams, wharves, reservoirs, roads, tramways, railways, branches or sidings, electric power, heat and light supply work, telephone works, Airports, Shipyard, hotels, clubs, restaurants, shopping complexes, shopping malls, places of worship, places of amusements, pleasure grounds, park, gardens, reading rooms, stores, shops, dairies and other works and conveniences and infrastructures which the company may think directly or indirectly conducive to the interests of the company and to contribute or otherwise assist or take part in the construction, maintenance, development, working, control and management thereof and to join with any other person or company doing any of these things or otherwise deal in real state sector.
Clause No. 2: To purchase, acquire and hold with absolute or limited rights in India or abroad, or on lease/ hire or otherwise and to erect, construct, repair and maintain land, building, colonies, houses, factories, commercial development of land, mills, go-downs, sheds and to sell, buy, exchange, barter, let or otherwise deal in land, buildings and other properties.
Clause No. 3: To build, construct, alter, enlarge, remove, pull down, replace, maintain, improve, develop, work, control and manage any hospitality comprising of hotels, restaurants, resorts etc and health care activities comprising of providing of health care services in organized or unorganized sector or in collaboration with others all medical and health related services or other related activities, which the company may think directly or indirectly conducive to the interests of the company and to contribute or otherwise assist or take part in the construction, maintenance, development, working, control and management thereof and to join with any other person or company doing any of these things or otherwise deal in this sector in India or abroad
Clause No. 4: To design, invent, assemble, manufacture, buy, sell, lease, import, export, conduct research, impart training, develop, maintain, repair, hire, let on hire, to let out the land & building, alter, design, distribute, provide services, including consultancy or otherwise deal in Telecom Hard-wares, Telecom soft-wares, telecommunications equipment, telephone equipment and their components including valves, transistors, micro-motors, resistors, condensers, coils magnetic heads, with their parts, accessories and fittings in India or abroad.
Clause No. 5: To design, invent, assemble, manufacture, buy, sell, lease, import, export, conduct research, impart training, develop, maintain, repair, hire, let on hire, to let out the land & building, alter, design, distribute, provide services (including consultancy) and or otherwise deal in Power equipments, Power transmission, Power Transformer, Power Infrastructure, electric cables or otherwise deal in Power Sector in India or abroad
Clause No. 6: To carry on the business in India or abroad of Information Technology (IT), Information Technology Enabled Services (ITES), providing, taking or otherwise dealing, training, educating, imparting knowledge, consultancy in computer software, hardware including the business of data entry, programming, processing, developing Importing / Exporting / initiating of software data, records, developing the module whether technical or otherwise, to carry on the business of the services of call centers, back office, processing, Embedded Software business, Smart Card, ASP, Outsourcing including Business Process Outsourcing (BPO) and Knowledge process outsourcing (KPO), Communication & Networking, Media & Entertainment (including TV Channel) TV serial development, distribution or otherwise dealing in entertainment and Media business, Web Development Services, purchase or sell of websites, website developments & designing including development of dot com business, chat shows, Medical Transcription, On-site services etc or any other related or allied business, services directly or indirectly.
Clause No: 7: To Carry on the business of engineers, developers, manufacturers, importer, exporter, buy, sell, agent distributor or otherwise deal in all kinds of electronic goods, electronic equipment and equipments operated electronically in India or abroad.
Clause No. 8: To undertake mining operation such as reconnaissance, prospecting, exploration, development & exploration and other related activities like transshipment of minerals by road, pipeline, etc of various minerals and fossil fuels including iron ore, coal, petroleum and gas and to deploy all the necessary equipments and technologies for effective exploration of all kinds of minerals & fossil fuels.
Further the following new clauses No 38 to 41 under Other Objects be inserted in the Memorandum of Association of the Company:
Clause No. 38: To manufacture, produce, refine, prepare, import, export, purchase, sell and generally to deal in Calcium Carbonate, Precipitated Calcium Carbonate and all allied products and by products thereof.
Clause No. 39: To carry on the business as manufacturers, dealers, exporters, importers in all type of chemicals organic, inorganic, Activated and Precipitated Calcium Carbonate of all grades and specifications, Chalk, Industrial Chalk, Calcite, soap stones, all varieties of stones including marbles & granite, Calcium Carbide, Sodium Hydrosulphate, Sorbitol, Starch, Glucose, Vitamin ‘c’ or other combination thereof, Paper, Paper products, Sugar, Sugar beets, sugar cane, gur cab, Khandsari, jaggery, molasses, yeast, syrups and alcohal of all kinds and all products and by products thereof, Fertilizers, manures, medicines of all kinds including acids, alkalies, salts, dyes, caustic soda, soda ash, mineral and material products, petroleum and other oils and their by products, derivatives, compounds, mixtures, formulations and all kinds of commodities having chemical properties, industrial greases and lubricants, Glycerine, Distilled water, water soluble, water for injection, and/ or otherwise deal in such commodities either as principals or as agents, distributors, stockists, partner, member of Association of persons.
Clause No. 40: To carry on all or any of the business of manufacturers, producers, growers, exporters, buyers, sellers, agents, merchant and dealers in all kinds of processed/ canned mushrooms, fruits, vegetables, flowers, herbs and forest products, their stems, roots and seeds etc. and their Various products and by products like Squashes, concentrates, juices, ready to serve beverages, crushes, jams, slices pickles, chutnies, ketchups, peel oils, pomace, peel, cattle feed, seeds synthetic sweetened aerated waters, canned and dehydrated vegetables, purees, soups, pastes, chips and wafers.
Clause No. 41: To carry on the business in all their respective forms and branches and to grow, produce manufacture, process, prepare, refine, extract, manipulate, hydrolyze, deodorize, grind, bleach, hydrogenate, buy, sell or otherwise deal in all kind of agricultural, horticultural, milk and milk products, dairy and dairy products, poultry and farm product and products including food grains, edible oils, meat fish eggs, food and food products and preparations of any nature and description whatsoever.
Note: The above resolution under Item no. 1 are to be passed as Special Resolutions through Postal Ballots in terms of the provisions of Section 192A of the Companies Act, 1956 and as amended by the Companies (Amendment) Act, 2000. Accordingly the results of the postal ballot shall be declared and taken into consideration at ensuing Extra Ordinary General Meeting.
Duly completed Postal Ballot Form should reach not later than the close of working hours on April 08, 2008 (5.00 PM). All Postal Ballot Forms received after this date will be strictly treated as if reply from such shareholder has not been received.
The result of Postal Ballot shall be declared and taken into consideration at the Extra Ordinary General Meeting to be held on April 11, 2008.