Haldyn Glass Ltd

NOTICE is hereby given that the Twenty - second Annual General Meeting of the Members of HALDYN GLASS LIMITED will be held on Wednesday, September 25, 2013 at 11.30 a.m. at the Registered Office of the Company at Village Gavasad, Taluka Padra, Dist. Vadodara 391 430, to transact the following business:-

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2013 and the Balance Sheet as at that date together with the Report of the Board of Directors and the Auditors thereon.

2. To declare a dividend on Equity Shares.

3. To appoint a Director in place of Mr. Rolf E.v. Bueren, who retires by rotation and being eligible, offers himself for reappointment.

4. To appoint a Director in place of Mrs. V. R. Ajila, who retires by rotation and being eligible, offers herself for reappointment.

5. To consider and, if thought fit, to pass the following Resolution, with or without modification, as an Ordinary Resolution: "RESOLVED that M/s. Mukund M. Chitale & Co., Chartered Accountants, [Registration Number 106655W], the retiring Auditors of the Company be and are hereby appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors".

SPECIAL BUSINESS:

6. To consider and, if thought fit, to pass the following Resolution, with or without modification, as an Ordinary Resolution:

"RESOLVED that Mr. Rohan Y Ajila, an Additional Director of the Company, who under Section 260 of the Companies Act, 1956 holds office only upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 257 and other applicable provisions, if any of the said Act, proposing his candidature for the office of Director, be and is hereby appointed a Director of the Company."

NOTES:

[a] The Explanatory Statement pursuant to Section 173[2] of the Companies Act, 1956, in respect of the business under Item No.6 sets out above, and the relevant details in respect of Item Nos. 3, 4 and 6 set out above pursuant to Clause 49 of the Listing Agreement with BSE Limited, are annexed hereto.

[b] A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER. THE INSTRUMENT OF PROXY DULY COMPLETED AND SIGNED SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

[c] Members/Proxies should bring the enclosed Attendance Slip duly filled in, along with the Annual Report for attending the Meeting.

[d] The Register of Members and the Share Transfer Books of the Company will remain closed from Saturday, September 14, 2013 to Wednesday, September 25, 2013 [both days inclusive].

[e] The dividend as recommended by the Board of Directors if approved at the Annual General Meeting, will be paid on or after September 26, 2013 to those Shareholders whose names appear in the Register of Members of the Company after giving effect to valid share transfers in physical form lodged with the Company / its Registrar and Transfer Agent on or before September 13, 2013 and whose names appear as beneficial owners in the list of Beneficial Owners to be furnished by the National Securities Depository Limited and Central Depository Services[India] Limited in respect of the shares held in Demat form for this purpose.

[f] Members are requested to notify any change in their address, bank mandates and e-mail address.

[i] to their Depository Participants [DPs] in respect of shares held in Demat form; and

[ii] to the Registrar and Transfer Agents of the Company, Universal Capital Securities Pvt. Ltd, 21, Shakil Niwas, Mahakali Caves Road, Andheri [East], Mumbai 400 093, in respect of shares held in physical form, quoting their folio numbers.

As per SEBI Circular No.MRD/DOP/Cir-05/2009 dated May 29, 2009, it is mandatory to quote PAN No. for transfer of shares in physical form. Therefore, the transferee[s] is required to submit the self attested PAN card copy to the Registrar and Share Transfer Agents of the Company for registration of transfer of shares.

[g] Members desiring any information on accounts or operations of the Company are requested to forward their queries to the Company at least eight days prior to the date of the Meeting so that the required information is made available at the Meeting.

[h] In order to provide protection against fraudulent encashment of the warrants / dividend drafts, members holding shares in physical form are requested to intimate the Registrar and Share Transfer Agents under the signature of the Sole / First Joint holder, the following information to be incorporated on the Dividend Warrants / Dividend Drafts: [i] Name of the Sole / First joint holder and the folio number, [ii] Particulars of the Bank Accounts viz.,[1] Name of the Bank, [2] Name of the Branch, [3] Complete address of the Bank with Pin code number, [4] Account Type, whether Saving Account or Current Account and [5] Bank Account number.

[i] Pursuant to the provisions of Section 205A[5] and 205C of the Companies Act, 1956, the Company has transferred the unclaimed dividend for the financial year 2004-05 to the Investor Education and Protection Fund [IEPF] established by the Central Government.

Dividends for the financial year ended March 31, 2006 and thereafter, which remain unpaid or unclaimed for a period of 7 years from the date they become due for payment will be transferred by the Company to IEPF. Members who have not so far encashed dividend warrant[s] / dividend Draft[s] for the aforesaid years are requested to seek issue of duplicate warrants[s] / fresh dividend Draft[s] by writing to the Company's Registrar and Share Transfer Agents, immediately.

Members are requested to note that no claims shall lie against the Company or the IEPF in respect of any amounts which were unclaimed or unpaid for a period of seven years from the dates that they first became due for payment and no payment shall be made in respect of any such claim.

[j] The Ministry of Corporate Affairs has undertaken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies and has issued circulars stating that services of notice / documents including annual report can be sent by e-mail to its members. To support this Green Initiative, members who have not registered their e-mail addresses so far, are requested to register their email address, in respect of electronic holdings with the Depository through their concerned Depository Participant. Members who hold shares in physical form are requested to register their e-mail address by filling the E Communication Registration Form enclosed at the end of the Annual Report on page no. 46. Even after registering for E communication the shareholders of the Company are entitled to receive such communication in physical form upon request.