MPL Plastics Ltd

NOTICE is hereby given that the Twenty'first Annual General Meeting of the Members of MILTON PLASTICS LIMITED will be held at Registered office of the Company at Asian Building, 4th floor, R.Kamani Marg, Ballard Estate, Mumbai 400 001 on Friday, 27th September, 2013 at 9.30 a.m. to transact the following business: -

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2013 and the Profit and Loss Account of the Company for the year ended on that date and the Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Shri Bansilal I. Vaghani, who retires by rotation, and being eligible, offers himself for reappointment.

3. To appoint a Director in place of Shri Devendra Negi, who retires by rotation, and being eligible, offers himself for reappointment.

4. To appoint Auditors of the Company and to fix their remuneration.

SPECIAL BUSINESS:

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

"RESOLVED THAT pursuant to the provisions of section 269 read with schedule XIII and other applicable provisions, if any, of the companies Act, 1956 and subject to other approvals, if any, the company hereby approves the appointment of Shri MadhupB.Vaghani, as Whole Time Director of the Company on remuneration of Rs. NILfor a period of 5 years from 13th February, 2013.

"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts and deeds as may be considered necessary or desirable to implement this resolution."

6. To considerand, if thought fit, to pass, with or without any modification(s), the following resolution as an Special Resolution.

"RESOLVED THAT pursuant to Section 81 (1A)and other applicable provisions, if any, of the Companies Act, 1956 and the Memorandum and Articles of Association of the Company and subject to all requisite approvals, consents, permissions, sanctions, and further subject to and in accordance with Disclosure and Investor Protection Guidelines, 2000 issued by Securities and Exchange Board of India (hereinafter referred to as "SEBI') regarding preferential allotment of shares to select group of persons, Listing Agreements entered into with the Stock Exchanges and their regulations; and subject to such consents, approvals, permissions or sanctions (general or conditional) as may be required under any legislation or rules and regulations for the time being in force and subject to the necessary approvals of the Government of India, Reserve Bank of India and of such other appropriate authorities and institutions, as may be required under any statutory provisions, guidelines, rules, regulations, modifications as may be prescribed or imposed while granting such sanctions, approvals, consents, permissions, and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as "the Board") fresh consent & once again approval of the Company be and is hereby accorded to the Board to offer, allot and issue on preferential basis 9,50,000 equity shares of Rs. 10/-each fully paid up at a par or at a premium determined as per the guidelines issued by SEBI and agreed to by the shareholders at the general meeting to

AND RESOLVED FURTHER THAT:

1. The offer, issue and allotment of the aforesaid Equity Shares shall be made at such time or times and on such terms and conditions and with such modifications of the above terms and conditions as are permissible under law and as the Board may in its absolute discretion decide, subject however to the applicable statutory/regulatory provisions and the SEBI Guidelines on preferential issues.

2. The Equity Shares to be issued shall rank pari-passu with all existing Equity Shares of the Company.

3. The Board be and is hereby authorised to decide and/or modify the terms and conditions of the issue of the above-mentioned Equity shares.

"AND RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things and to take all steps and do all things and give such directions as may be necessary, expedient or desirable and also to settle any question or difficulties that may arise in such manner as the Board in its absolute discretion may deem fit and take all steps which are incidental and ancillary in this connection."