Medi Caps Ltd

NOTICE is hereby given that 30th Annual General Meeting of the members of MEDI-CAPS LIMITED will be held at the Registered Office of the Company at Mhow -Neemuch Road, Sector-1, Pithampur, District Dhar (M.P.) on 28th day of September, 2013 at 11:00 A.M.to transact the following businesses:

I.ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31 st March, 2013, the Statement of Profit and Loss and Cash Flow Statement of the Company for the year ended 31 st March, 2013 together with the report of the Directors' & Auditor's thereon on that date.

2. To appoint a Director in place of Smt.Trapti Vikas Gupta, who is liable to retire by rotation and being eligible, offers her-self for re-appointment.

3. To appoint a Director in place of Shri Alok K.Garg, who is liable to retire by rotation and being eligible,offers him-self for reappointment.

4. To appoint a Director in place of Dr. Keshav Singh Verma, who is liable to retire by rotation and being eligible,offers him-self for re-appointment.

5. To appoint M/s C.P.Rawka & Co., Chartered Accountants, (M.No.070060) as the Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and authorize the Board to fix their remuneration.

II.SPECIAL BUSINESS BY SPECIAL RESOLUTION:

6. To consider and if though fit,pass with or without modification(s) if any, the following

RESOLVED THAT pursuant to the provision of Section 269 of the companies Act, 1956 read with the provisions of Schedule XIII and other applicable provision if any the approval of member of the Company be and is hereby accorded for increase in the remuneration payable to Mrs. Kusum Mittal, the Whole time Director of the Company w.e.f. 1st April, 2013 for the remaining part of her tenure till 30th Sept.,2013 as under.

Salary & other allowances:Rs.2,50,000/-Per month

FACILITIES:

(i) Car: The Company shall provide a car with driver for the Company's business and if no car is provided, reimbursement of the conveyance shall be as per actual on the basis of claims made by her.

(ii) Telephone: Free use of mobile and a telephone at her residence provided that personal long distance calls on the telephone shall be billed by the Company to the Whole-time Director.

FURTHER RESOLVED THAT in the event of there being loss or inadequacy of profit for any financial year.the aforesaid remuneration payable to Mrs. Kusum Mittal shall be the minimum remuneration payable to her in terms of the provisions of Schedule XIII to the Companies Act, 1956.

RESOLVED FURTHER THAT Mrs. Kusum Mittal, shall also be entitled for the reimbursement of actual entertainment, traveling, boarding and lodging expenses incurred by him in connection with the Company's business and such other benefits/amenities and other privileges.as any from time to time, be available to other Senior Executives of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do ail such acts, deeds, matters and things as in its absolute discretion, it may consider necessary, expedient or desirable, and to settle any question, or doubt that may arise in relation thereto and the Board shall have absolute powers to decide break up of the remuneration within the above said maximum permissible limit.

7. To consider and if thought fit, to pass with or without modification(s) if any,the following

RESOLVED THAT pursuant to the provisions of section 198,269,302,309,310 read with Schedule XIII and other applicable provisions of the Companies Act, 1956 if any,Smt. Kusum Mittal be and is hereby re-appointed as the Whole-time Director of the Company for a further period of three years w.e.f.lst October, 2013 on the following terms, conditions and remuneration:

Salary & other allowances:Rs.2,50,000/-Per month.

FACILITIES:

(i) Car: The Company shall provide a car with driver for the Company's business and if no car is provided, reimbursement of the conveyance shall be as per actual on the basis of claims made by her.

(j) Telephone: Free use of mobile and a telephone at her residence provided that personal long distance calls on the telephone shall be billed by the Company to the Whole-time Director.

FURTHER RESOLVED THAT in the event of there being loss or inadequacy of profit for any financial year, the aforesaid remuneration payable to Mrs. Kusum Mittal shall be the minimum remuneration payable to her in terms of the provisions of Schedule XIII to the Companies Act, 1956.

RESOLVED FURTHER THAT Mrs. Kusum Mittal, shall also be entitled for the reimbursement of actual entertainment, traveling, boarding and lodging expenses incurred by her in connection with the Company's business and such other benefits/amenities and other privileges,as any from time to time, be available to other Senior Executives of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things as in its absolute discretion, it may consider necessary, expedient or desirable, and to settle any question, or doubt that may arise in relation thereto and the Board shall have absolute powers to decide break up of the remuneration within the above said maximum permissible limit.