Khandelwal Extractions Ltd

NOTICE is hereby given that the 31st Annual General Meeting of Khandelwal Extractions Ltd. will be held at the Registered Office of the Company on Saturday, the 28th September, 2013 at 4:00 P. M. to transact the following business:

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

2. To declare Dividend on 10% 5000 Preference Shares of Series-I and Series-ll each and on 12% 30000, Preference Shares of Series-I for the financial year 2012-13.

3. To appoint a Director in place of Shri Atul Bagla, who retires by rotation and being eligible offers himself for re-appointment.

4. To appoint a Director in place of Shri Anil Kamthan, who retires by rotation and being eligible offers himself for re-appointment.

5. To appoint M/s. P. L. Tandon & Company, Chartered Accountants, Kanpur to hold office of the Auditors of the Company from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to authorise the Board of Directors to fix their remuneration.

As Special Resolutions :

To consider and if thought fit, to pass with or without modification(s), the following resolutions as Special Resolutions :

6. "RESOLVED that pursuant to the provisions of Sections 198, 269, 309, 310, 314, read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, the Company hereby approves the re-appointment and terms of remuneration of Mr.V.N.Khandelwal as Director (Works) of the Company for a further period of 5 years w.e.f. 01.04.2014 on terms and conditions as set out in the draft agreement, submitted to this meeting, which agreement is hereby specifically sanctioned with authority to the Board of Directors to alter and vary the same within the permissible limit as specified in Schedule XIII to the Companies Act,1956 or any amendment or re-enactment thereof and as may be agreed to between the Board of Directors and Mr.V.N.Khandelwal, Director (Works); AND THAT the consent of the Company be and is hereby accorded to the said Mr.V.N.Khandelwal, who is a relative of Mr. K.N.Khandelwal and Mr. Dinesh Khandelwal, Directors of the Company, holding and continuing to hold an office or place of profit under the Company namely that of Director (Works)."

"RESOLVED FURTHER that in the event of absence or inadequacy of profits in any financial year or years, the aforesaid remuneration including the perquisites shall be the minimum remuneration".

7. "RESOLVED that pursuant to the provisions of Sections 198, 269, 309, 310, 314, read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, the Company hereby approves the re-appointment and terms of remuneration of Mr. Dinesh Khandelwal as Director (Finance) of the Company for a further period of 5 years w.e.f. 01.04.2014 on terms and conditions as set out in the draft agreement, submitted to this meeting, which agreement is hereby specifically sanctioned with authority to the Board of Directors to alter and vary the same within the permissible limit as specified in Schedule XIII to the Companies Act, 1956 or any amendment or re-enactment thereof and as may be agreed to between the Board of Directors and Mr.Dinesh Khandelwal, Director (Finance); AND THAT the consent of the Company be and is hereby accorded to the said Mr. Dinesh Khandelwal, who is a relative of Mr. K.N.Khandelwal and Mr. V.N. Khandelwal, Directors of the Company, holding and continuing to hold an office or place of profit under the Company namely that of Director (Finance)."

"RESOLVED FURTHER that in the event of absence or inadequacy of profits in any financial year or years, the aforesaid remuneration including the perquisites shall be the minimum remuneration."

8. "RESOLVED that in accordance with the provisions of Sections 80 and 81 and other applicable provisions, if any, of the Companies Act, 1956 and the Articles of Association of the

Company and subject to all requisite approvals, consents, etc., if any required under any statutory provisions, guidelines, rules, regulations and further subject to such terms and conditions and modifications, as may be considered necessary by the Board of Directors of the Company (hereinafter referred to as the "Board" which expression shall also include a Committee thereof), the consent of the Company be and is hereby accorded to the Board to issue, offer and allot up to 10000 unissued 12% Cumulative Redeemable Preference Shares of Rs. 100/- each (Series II) aggregating Rs. 10,00,000/- to such persons, companies and other entities, whether members of the Company or not, by way of private placement within the meaning of section 67(3) of companies Act, 1956 in one or more trenches for redemption of 10000 10% Cumulative Redeemable Preference Shares (series 1 and series 2) of Rs. 100/- each maturing in 2014, on such terms and conditions and the manner in which the Board may in its absolute discretion think fit".