SGL Resources Ltd

NOTICE is hereby given that the Twenty First Annual General Meeting of the Members of SCANPOINT GEOMATICS LTD. will be held on Monday, the 30th September, 2013 at 10.30 a.m. at the Registered office of the Company situated at 'SCAN HOUSE', B/h, Town Hall, Ashram Road, Ahmedabad - 380006 to transact following business:

ORDINARY BUSINESS

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

2 To appoint a Director in place of Shri Kanti V. Ladani, who retires by rotation, and being eligible, offers himself for reappointment.

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

4 Auditors to hold office from the conclusion of this Annual General until the conclusion of the next Annual General meeting of the Company and to fix their remuneration.

SPECIAL BUSINESS

5 To Consider and if deemed fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 198,269,309, and 310 read with Section XIII and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and such other approvals as may be required, the members of the Company do hereby approve the re-appointment and payment of remuneration to Shri Ramesh K. Sojitra, Managing Director of the Company for the period of (3) three years with effect from 25th May, 2013 to 24th May, 2016 on the terms and conditions set out in the agreement to be entered into between the Company and Shri Ramesh K. Sojitra, draft whereof is submitted to this meeting and initialled by the Chairman for the purpose of identification with liberty to the Board of Directors (hereafter referred to as 'the Board" which term shall include the Remuneration Committee constituted by the Board) to alter and vary the terms and conditions of the said reappointment and/or remuneration and /or agreement in such manner as may be agreed to between the Board and Shri Ramesh K. Sojitra, provided such alterations/variations are in accordance with the approval accorded by the members of the Company.

FURTHER RESOLVED THAT, notwithstanding the provisions of Schedule XIII to the Companies Act, 1956 or any modification(s) thereto or re-enactment thereof, if in any financial year during the tenure of the Managing Director, the Company has no profits or its profits are inadequate, Shri Ramesh K. Sojitra shall be entitled to receive and be paid the same remuneration in that year as set out in the aforesaid agreement.

FURTHER RESOLVED THAT, the Board be and is hereby authorized to do all such acts, deeds and things and to execute all such documents, instruments and writings as may be required to give effect to this resolution.

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 A PROXY NEED NOT BE A MEMBER, THE PROXY, IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. Explanatory Statement setting out the material facts concerning the special business of the accompanying Notice pursuant to Section 173 (2) of the Companies Act, 1956 is annexed hereto.

3. The Register of the Members and the Share Transfer Books of the Company will remain close from Monday, the 23rd September, 2013 to Monday, the 30th September, 2013 both days inclusive.

4. Members are requested to notify immediately any change of address: i) to their Depository Participants (DPs) in respect of their shareholding in De-mat Accounts and, ii) to the Company's Registrars & Share Transfer agent M/s. Sharepro Services (India) Pvt. Ltd. Ahmedabad, in respect of their shareholding in physical segment by mentioning folio nos. etc.

5. Members/Proxies are requested to bring their attendance slip duly filled in for attending the meeting.

6. The Members are requested to bring their copy of Annual Report along with them at the meeting.

7. Members desirous of obtaining any information concerning the accounts and operations of the Company are requested to address their questions to the company so as to reach at least seven days before the date of the meeting, to enable the information required to be made available at the Meeting, to the best extent possible.

8. As per the amendment in the provisions of The Companies Act, 1956, facility for making nominations is available to the Shareholders in respect of shares held by them. Nomination forms can be obtained from the Share Transfer Agent of the Company.

ITEM NO. 5

The following Explanatory Statement, as required by Section 173 of the Companies Act, 1956, sets out material facts including the nature and concern or interest of the Directors in relation to the items of Special Business under Item Nos. 5 mentioned in the accompanying Notice.

The Members in the AGM held on 30th September, 2010 had Re-appointed Mr Rameshchandra K. Sojitra as the Managing Director of the Company for a period of Three years, with effect from 24th May, 2010. The current term of his office is due to expire on 25th May, 2013. Mr Ramesh has 25 years of experience with the Company and has made significant contribution in its growth. It is now proposed to reappoint him as the Managing Director of the Company for a further period of three years commencing 25th May, 2013. The Board, in their meeting held on May 20, 2013 has approved the proposal for his reappointment as the CMD. His brief Resume is as under:

Shri Ramesh K. Sojitra has been reappointed as Managing Director of the Company for a period of 3 years with effect from 25th May, 2013 subject to approval of the shareholders. The draft agreement between the Company and Shri Ramesh K. Sojitra contains the following terms and conditions:

A brief resume of Shri Ramesh K. Sojitra, nature of his expertise in specific functional areas are provided in Report of Corporate Governance forming part of the Annual Report.

The proposed remuneration payable to Shri Ramesh K. Sojitra is as follows:

Salary – Rs.250,000/- per month including of below mentioned perquisites and allowances.

Medical Reimbursement / Medical Insurance: Reimbursement of all medical expenses for self and family subject to the maximum of one month's salary per annum. Medical insurance premium shall be paid by the Company

Personal Accident Insurance: Personal accident insurance as per the policy of the Company

Entertainment Expenses: Reimbursement of entertainment expenses on actual basis incurred during the course of the business.

Club Fees: Fees of clubs exclusive of admission and life membership fee subject to a maximum of two clubs

CATEGORY – B

The contribution to provident fund or annuity fund, if any, and if introduced by the Company will not be included in the computation of the ceiling on perquisite to the extent these singly or put together are not taxable under the Income Tax Act,1961.

CATEGORY – C

Car with the chauffer for official use, telephones, Internet and fax facility at residence. These will not be considered as perquisites.

The terms and conditions of the said appointment may be altered and varied from time to time by the Board of Directors as it may in its discretion deem fit, within the maximum amounts payable to Managing Director in accordance with Schedule XIII to the Act, or any amendments made hereafter in this regard.

The extracts of remuneration given above shall be deemed to be the extract of remuneration required to be furnished under section 302 of the Companies Act,1956.

Your Directors recommend resolution at Item No 5 for your approval.

Save and expect Shri Ramesh K. Sojitra being the recipient of remuneration, none of the other Directors of the Company is in any way, concerned or interested in the resolution.