India Gelatine & Chemicals Ltd

1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended 31“ March, 2015, the report of the Board of Directors and Auditors thereon.

2. To declare dividend on equity shares.

3. To appoint a Director in place of Mrs. Shefali V. Mirani (DIN: 03107547) who retires by rotation and being eligible, offers herself for reappointment.

4. To ratify the appointment of M/s. Mahendra N. Shah & Co., Statutory Auditors of the Company and to fix their remuneration.

SPECIAL BUSINESS:

5. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 14 of the Companies Act, 2013 and all other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modification or amendment thereto or re-enactment thereof), the new set of Articles of Association of the Company, be and is hereby approved and adopted as the new set of Articles of Association of the Company, in substitution for, and to the entire exclusion of the regulations contained in the existing Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

SPECIAL BUSINESS:

6. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 94, Section 88 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Management & Administration) Rules, 2014, consent of the members of the Company be and is hereby accorded to keep and maintain the registers of members / security holders, the Index of Members / Security holders, other statutory registers and the copies of all annual releases, certificates and relevant documents annexed thereto at its corporate office at 77/78 Mittal Chambers, 228, Nariman Point, Mumbai - 400 021, which is in the state of Maharashtra and outside the jurisdiction of Registrar of Companies, Gujarat in which the registered office of the Company is situated and the same be kept open for inspection and / or making extract therefrom on any working day as prescribed in Section 94 of this Act.”