Vaghani Techno-Build Ltd

Notice is hereby given that the Twenty First Annual General Meeting of the members of VAGHANI TECHNO-BUILD LIMITED will be held at the Registered office of the Company at D-wing, Karma Sankalp, Corner of 6^th and 7^th Road of Rajawadi, Ghatkopar (East), Mumbai 400077 on Saturday, 26^th September, 2015 at 11.30 a.m. to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31^st March, 2015 including the Audited Balance sheet as at 31^st March, 2015 and the statement of Profit & Loss Account of the Company for the year ended as on that date and the Report of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Kantilal Savla (DIN - 00403389), who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint Auditor and fix their remuneration and in this regard to pass the following resolution as an Ordinary Resolution:

Resolved that M/s M.L. Bhuwania & Co, Chartered Accountants (Registration No. 101484W), the retiring auditors of the Company be and hereby appointed as the auditors of the Company to hold office from the conclusion of this Annual General meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration plus service tax and out-of-pocket expenses, as may be decided by the Board of Directors of the Company and the Auditors.

SPECIAL BUSINESS:

4. Appointment of Mr. Bhavesh Parekh as an Independent Director of the Company

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of section 161 and other applicable provisions (including any modification(s) or re-enactment thereof), if any, of the Companies Act, 2013, Mr. Bhavesh Parekh (DIN-07237637), who was appointed as an Additional Director in the meeting of the Board of Directors held on 21^st July, 2015 and whose term expires at the ensuing Annual General Meeting of the Company and for the appointment of whom the Company has received a notice in writing under section 160 of the Companies Act, 2013 proposing his candidature for the office of the Director be and is hereby appointed as a Director of the Company whose period of office will be liable to determination by retirement of directors by rotation".

RESOLVED FURTHER THAT pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and clause 49 of the Listing Agreement, Mr. Bhavesh Parekh (DIN-07237637) be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a term upto the conclusion of March 31, 2020.

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all the acts, deeds and things which are necessary to give effect to the above said resolution.