NOTICE OF EXTRA-ORDINARY GENERAL MEETING INCREASE OF AUTHORISED SHARE CAPITAL





Notice is hereby given that the Extraordinary General Meeting of the Company will be held at the registered office of the company at ________________________, on ________, the ___________, 200__ at ____ a.m./p.m.

To consider and, if thought fit, to pass with or without modification the following resolution

As a Ordinary Resolution/Special Resolution

"RESOLVED THAT the approval of shareholders be and is hereby given to increase the authorised share capital of the company from Rs. ___________/- (Rupees ____________) divided into _____________ equity shares of Rs. ___/- (Rupees _____) each to Rs. _________ (Rupees ___________) divided into ________________ equity shares of Rs. ___/- (Rupees ______) each ranking pari passu with the existing equity shares in the Company and that in clause ___ of the Memorandum of Association of the Company for the words and figures

"The Authorised Share Capital of the Company is Rs. __________/- (Rupees _______________) divided into _________ Equity shares of Rs. ___/- (Rupees ___) each."

The following shall be substituted:

"The Authorised Share Capital of the Company is Rs. ____________/- (Rupees _______) divided into ____________________ Equity shares of Rs. ___/- (Rupees _________) each."

By order of the Board

Director/Secretary

Dated the ______________, 200__

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 and proxy need not be a member of the Company.

2. The relative Explanatory Statement, pursuant to section 173(2) of the Companies Act, 1956, in respect of the special business set out above is annexed hereto.

ANNEXURE TO NOTICE:

Explanatory Statement pursuant to section 173(2) of the Act

Item No. 1

The Board feels that in view of the proposed expansion plans of the Company, the authorised share capital of the Company needs to be increased.

The Board of Directors recommends passing of the special resolution as contained in item No. 1 of the notice.

None of the Directors are in any way interested or concerned in the resolution.