Shri Dinesh Mills Ltd

To consider and adopt the Audited Financial Statement of the Company for the financial year ended 31st March, 2015, the Reports of the Board of Directors and Auditors' thereon.

To declare dividend for the financial year 2014-2015.

To appoint a Director in place of Shri Nimishbhai Patel (DIN-00039549), who retires by rotation and being eligible, offers himself for re-appointment.

To appoint M/s. Dhirubhai Shah & Doshi, Chartered Accountants, Ahmedabad as Auditors and fix their remuneration.

TO CONSIDER RE-APPOINTMENT OF SHRI NIMISHBHAI PATEL AS MANAGING DIRECTOR OF THE COMPANY.

To consider and if thought fit, to pass with or without modification(s), the following Resolution as "SPECIAL RESOLUTION"

"RESOLVED THAT pursuant to provisions of Section 188, 196, 197, 203 read with Schedule V of the Companies Act, 2013 and the Rules made thereunder and other applicable provisions, if any of the Companies Act, 2013 (including its re-enactment / annulment / amendments / statutory modifications thereof), Shri Nimishbhai U. Patel who is also rendering honorary services as Chairman & Managing Director of the subsidiary company viz. Dinesh Remedies Ltd. and also fulfills the requirements of Schedule V to the Companies Act, 2013, be and is hereby re-appointed as Managing Director of the Company as recommended by the Nomination & Remuneration Committee and the Board of Directors of the Company for a further period of five years from 14th January, 2015 to 13th January, 2020 upon the following existing terms as to remuneration for the period not exceeding three years i.e. from 14th January, 2015 to 13th January, 2018 as set out hereunder in accordance with Schedule V to The Companies Act, 2013 or any amendment thereto subject to the re-consideration of the remuneration by the Nomination & Remuneration Committee, the Board of Directors and Shareholders of the Company.

Remuneration Period: 14th January, 2015 to 13th January, 2018

Basic Salary: Rs.3,50,000/- per month.

Allowances & Perquisites:

i) The Managing Director shall also be entitled to allowances & perquisites viz. House Rent Allowance @ 60% of the Salary, Furnishing Allowance @ 20% of the salary, Education Allowance @ 10% of the salary, reimbursement of Medical-cum-Leave travel expenses, club fees, insurance premium, electricity bills, gas bills etc. subject to the overall ceiling of his Annual salary.

ii) Use of Company's Car(s) with driver and telephone at his residence shall not be included in the computation of the above ceiling of allowances & perquisites, use of car for private purpose and personal long distance calls on telephone shall be billed by the Company to the Managing Director.

iii) Company's contribution to provident fund and superannuation fund or Annuity Fund to the extent these either singly or put together are not taxable under the Income Tax Act, Gratuity payable at a rate not exceeding half a month's salary for each completed year of service and encashment of leave at the end of tenure of the Managing Director shall not be included in the computation of the aforesaid limits of the remuneration.

RESOLVED FURTHER THAT the draft Agreement to be entered into with Shri Nimishbhai U. Patel, containing various terms & conditions of his re-appointment and remuneration as placed before the meeting duly initialed by the Chairman for the purpose of identification be and is hereby approved and the same be executed under the Common Seal of the Company pursuant to the provisions of Articles of Association of the Company/'

APPOINTMENT OF MRS. GORSI PAREKH AS AN INDEPENDENT DIRECTOR

To consider and if thought fit, to pass with or without modification(s), the following Resolution as an "ORDINARY RESOLUTION"

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160, 161 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment &

Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mrs. Gorsi Parekh (DIN - 00343194), who holds office upto the ensuing 80th AGM of the Company pursuant to Section 161 of the Companies Act, 2013 and the Company has received a notice in writing from a member proposing her candidature, be and is hereby appointed as an Independent Director of the Company for five consecutive years from 6th February, 2015 to 5th February, 2020."

TO CONSIDER REVISION IN THE TERMS OF APPOINTMENT OF MR. ADITYA PATEL

To consider and if thought fit, to pass with or without modification(s), the following Resolution as an "ORDINARY RESOLUTION"

"RESOLVED THAT ursuant to Section 188 of the Companies Act, 2013 read with Rules made thereunder and revised Clause 49 of the Listing Agreement, Mr.Aditya Patel, son of Shri Bharatbhai Patel, Chairman & Managing Director of the Company be and is hereby elevated as "Vice President" of the Company w.e.f. 1st October, 2014 on the following terms & conditions:

Job Description: As Vice President of the Company, he will perform the duties as may be assigned to him by the Chairman & Managing Director of the Company from time to time in the utmost interest of the Company.

Remuneration:

(A) BASIC SALARY: Rs. 75,000/- per month with yearly increment as per the Rules of the Company from time to time.

(B) ALLOWANCE & PERQUISITES: House Rent Allowance, Electricity Allowance, Magazine Allowance and reimbursement of Medical, furnishing and Leave Travel expenses, Contribution to Provident Fund & Superannuation Fund, Leave Encashment and Inflation (High Cost) as per the Rules of the Company from time to time."