Ducon Infratechnologies Ltd

Notice is hereby given that the Fourth Annual General Meeting of the members of Dynacons Technologies Limited will be held on Monday, 30th day of September, 2013 at 3.30 P.M. at Karl Residency, 36, Lallubhai Park Road, Andheri (West), Mumbai 400058 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as on March 31, 2013 and Profit & Loss Account for the year ended on that date together with Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Viren Shah who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint Auditors to hold office fro m the conclusion of this meeting until the conclusion of next Annual General Meeting and to fix their remuneration.

"RESOLVED THAT pursuant to the provisions of Sections 94, 97 and other applicable provisions, if any, of the Companies Act, 1956, the consent of the Company be and is hereby accorded that the Authorized Share Capital of the Company be and is hereby increased from 6,00,00,000/- (Rupees Six Crores only) to 8,00,00,000/- (Rupees Eight Crores only) by creation of further 2,00,00,000 equity shares of 1/-(Rupee One only) each ranking pari passu with the existing equity shares of the Company, with a power of Company to increase, reduce or modify the capital and to divide all or any of the shares in the capital of the company, for the time being, and to classify or reclassify such shares from shares of one class into shares of other class or classes and to attach thereto respectively such preferential, deferred, qualified or other special rights, privileges, conditions or restrictions as may be determined by the Company in accordance with the Articles of Association of the Company and to vary, modify or abrogate any such rights, privileges, conditions, or restrictions, in such manner and by such persons as may, for the time being, be permitted under the provisions of Articles of Association of the Company or legislative provisions for the time being in force for that behalf.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper or desirable and further to do all such acts, deeds and things and to file any such forms and execute all documents and writings as may be necessary, proper, desirable or expedient to give effect to this resolution."

"RESOLVED THAT the existing Clause V of the Memorandum of Association of the Company be altered and substituted by the following new clause:

"V. The Authorized Share Capital of the Company is 8,00,00,000/- (Rupees Eight Crores only) divided into 8,00,00,000 equity shares of 1/-(Rupee One only) each with such ordinary privileges and other conditions attaching thereto as may be provided by the Articles of the Company for the time being in force with power to increase its share capital by such amount as it thinks expedient by issuing Equity Shares, consolidate and divide all or any of its share capital into shares of larger amount than its existing shares, convert all or any of its fully paid-up shares into stock and reconvert that stock into fully paid-up shares of any denomination, subdivide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum, so however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived, cancel shares which, at the date of passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled."

"RESOLVED THAT pursuant to applicable provisions of the Foreign Exchange Management Act, 1999 (FEMA), the Companies Act, 1956, the Securities Contract Regulations Act, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, (SEBI (ICDR) Regulations), SEBI Takeover Regulations and rules and regulations related to the said statutes framed thereunder and all other applicable Rules, Regulations, Guidelines and laws (including any statutory modification or re-enactment thereof for the time being in force) and the compliance thereof, the consent of the Company be and is hereby accorded for investments by Foreign Institutional Investors (hereinafter referred to as "the FIIs") including their sub-accounts and Non Resident Indians/ Persons of Indian Origins (hereinafter referred to as NRIs/PIOs) under the Foreign Direct Investment Scheme under automatic route in the shares of the Company, by purchase or acquisition from the market, upto 75 per cent of the paid up equity share capital of the Company respectively." "RESOLVED FURTHER THAT the Board of Directors or a Committee thereof be and is hereby authorized to do all such acts, deeds & things as may be necessary, proper and expedient for the purpose of giving effect to this resolution and for the matters connected therein or incidental thereto."

"RESOLVED THAT pursuant to the provisions of Section 81 (1A) and all other applicable provisions of the Companies Act, 1956 (Companies Act), if any including any statutory modification(s) or re-enactment thereof, for the time being in force, various rules, circulars, press notes, clarification issued by Foreign Investment Promotion Board, the provisions of Foreign Exchange Management Act, 1999 and rules and regulations framed there under and subject to the provisions of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, (SEBI (ICDR) Regulations), as in force and subject to other applicable rules, regulations and guidelines of Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI) and the stock exchanges where the shares of the Company are listed (Stock Exchanges) and enabling provisions of the Memorandum and Articles of Association of the Company and the listing agreements entered into between the Company and the Stock Exchanges and subject to requisite approvals, consents, permissions and/or sanctions if any, of SEBI, the Stock Exchanges and other appropriate authorities, including RBI, as may be required and subject to such conditions as may be prescribed by any of them while granting any such approvals, consents, permissions, and/or sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the 'Board' which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise one or more of its power including the powers conferred hereunder), the consent of the Company be and is hereby given to create, offer, issue and allot upto an aggregate of 1,90,00,000 (One Crore Ninety Lacs) equity shares of face value of 1/- each (each an "Equity Share" and collectively the "issue Shares") at a price of 1/- per equity share , to be issued and allotted at par, on a preferential allotment basis, to Mr. Aron Govil, NRI, resident of 19, Engineers Lane, Farmingdale, New York-11735 at such time or times and on such terms and conditions and in such manner as may be decided by the Board in this connection.

RESOLVED FURTHER THAT the Relevant Date, as per the SEBI (ICDR) Regulations for the determination of issue price of the equity shares to be allotted pursuant to the preferential allotment is fixed as August 30, 2013 i.e. 30 days prior to the date of shareholders meeting proposed to be held on September 30, 2013, to approve the proposed preferential issue, in terms of Section 81(1A) of the Companies Act.

RESOLVED FURTHER THAT the equity shares to be allotted to the proposed allottee pursuant to the aforesaid preferential allotment shall rank pari passu in all respects including as to dividend, with the existing fully paid up equity shares of face value of 1/- each of the Company, subject to the relevant provisions contained in the Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board/ the Committee be and is hereby authorized on behalf of the Company to take all actions and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable, incidental or expedient to the issue or allotment of aforesaid equity shares and listing of the equity shares to be allotted on preferential allotment basis with the stock exchange(s) as appropriate and to resolve and settle all questions and difficulties that may arise in relation to the proposed issue, offer and allotment of any of the said equity shares, the utilization of the issue proceeds and to do all acts, deeds and things in connection therewith and incidental thereto as the Board in its absolute discretion may deem fit, without being required to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred by this resolution on it, to any Committee of Directors, any other Director(s) or officer(s) of the Company to give effect to the aforesaid resolution."

Place : Mumbai

Date : September 4, 2013