Sakthi Finance Ltd

NOTICE TO MEMBERS

NOTICE is hereby given that the Fifty Sixth Annual General Meeting of the members of the Company will be held on Thursday, 26th September 2013 at 4.30 p.m at Smt. Padmavathi Ammal Cultural Centre, 1548, Avanashi Road, Peelamedu, Coimbatore - 641 004 to transact the following business.

You are requested to make it convenient to attend the meeting.

ORDINARY BUSINESS

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

2. To confirm the Interim Dividend declared by the Board of Directors on Preference Shares.

3. To declare dividend on Equity Shares.

4. To appoint a director in place of Dr A Selvakumar who retires by rotation and is eligible for reappointment.

5. To appoint a director in place of Sri P S Gopalakrishnan who retires by rotation and is eligible for reappointment.

6. To appoint Auditors and to fix their remuneration. M/s P N Raghavendra Rao & Co, Chartered Accountants, Coimbatore retire and are eligible for reappointment.

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXY FORM SHOULD BE DEPOSITED WITH THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. As required under Clause 49(IV)(G) of the Listing Agreement, the relevant details of directors seeking reappointment under Item Nos.4 and 5 is annexed.

3. All documents referred to in the Notice are open for inspection at the Registered Office of the Company on all working days between 11.00 a.m and 1.00 p.m up to the date of the Annual General Meeting.

4. The Register of Members and Share Transfer Books of the company will remain closed from Thursday, 19th September 2013 to Thursday, 26th September 2013, both days inclusive.

5. The equity dividend, if declared at the Annual General Meeting, will be paid after 2nd October 2013 to the under-mentioned persons or their mandatees:

a. in respect of shares held in electronic form, whose names appear as Beneficial Owners as at the close of the business hours on Wednesday, 18th September 2013 in the list of Beneficial Owners to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited; and

b. in respect of shares held in physical form, whose names appear as Members in the Register of Members of the Company after giving effect to valid share transfers in physical form lodged with the Company / its Registrars and Share Transfer Agents on or before Thursday, 19th September 2013.

6. a. As per Section 205A of the Companies Act 1956, all unclaimed dividends up to the financial year ended 31st March 1994 have been transferred to the General Revenue Account of the Central Government. Members who have not encashed their dividend warrant(s) for the said years are requested to forward their claims to Registrar of Companies, Stock Exchange Building, Second Floor, 683 - 686, Trichy Road, Singanallur, Coimbatore - 641 005 in Form No.II prescribed under The Companies Unpaid Dividend (Transfer to General Revenue Account of the Central Government) Rules 1978.

b. As per Section 205A(5) of the Companies Act 1956, the Company has transferred all unclaimed dividends for the financial years ended 31st March 1995 to 1997 which remained unclaimed for a period of seven years to the Investor Education and Protection Fund.

Members are informed that no claims shall lie against the fund or the company in respect of individual 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 each such claim.

c. The following unclaimed dividends will be transferred to the Investor Education and Protection Fund (IEPF) as detailed below:

Members who have not encashed their dividend warrants for the above years are requested to claim the warrants before the above transfers.

The details of unclaimed dividends for the financial years 2007-08 and 2010-11 are available on the company's website at www.sakthifinance.com.

7. Shareholders are requested to provide Bank Account details such as Account No., IFS Code and name of the bank and branch to facilitate electronic transfer of dividend amount. The details may please be provided well in time in the form given on Page No. 49 of this Annual Report.

8. Members holding shares in electronic form are informed that Bank particulars registered against their respective depository account will be used by the company for payment of dividend. The Company or its Registrars can not act on any request received directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the depository participant of the members.

9. Members holding shares:

a. in physical form are requested to:

i) intimate to the Company's Registrars and Share Transfer Agents, SKDC Consultants Limited, "Kanapathy Towers", Third Floor, 1391/A-1, Sathy Road, Ganapathy, Coimbatore - 641 006, changes, if any, in their registered address at an early date.

ii) consolidate their holdings into a single folio in case they hold shares under multiple folios in the identical order of name.

b. in electronic form are requested to intimate to the respective Depository Participant, changes, if any, in their registered addresses at an early date.

10.Members are requested to quote their Folio Number / DP ID / Client ID in all their correspondences.