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Khilari Infrastructure Private Limited

101, New Prabhat Centre, Sec-1A, CBD Belapur, Navi Mumbai.

NOTICE IS HEREBY GIVEN THAT AN EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF KHILARI INFRASTRUCTURE PRIVATE LIMITED WILL BE HELD ON 12TH March, 2013 AT 10.30 A.M. AT 101, New Prabhat Centre, Sec-1A, CBD Belapur, Navi Mumbai.

TO TRANSACT THE FOLLOWING BUSINESS

1.To consider and if thought fit to pass with or without modifications the following as a Special resolution:

“RESOLVED THAT pursuant to section 16/94 of the Companies Act, 1956 and other applicable provisions if any, the Authorised Share Capital of the Company be increased from Rs. 5,00,000 divided into 5000 Equity Shares of Rs. 100/- each to Rs. 50,00,000 divided into 50000 ( Fifty Thousand) Equity Shares of Rs. 100/- (Rupees Hundred Only) each ranking pari passu with the existing Equity Shares, subject to the condition determined at the time of issue.”

“RESOLVED FURTHER THAT the existing Clause V of the Memorandum of Association of the Company be and is hereby altered and substituted with the following Clause V:

V.The Authorised Share Capital of the Company is Rs. 50,00,000/- (Rupees Fifty Lakhs Only) divided into 50000 (Fifty Thousand) Equity Shares of Rs. 100/- (Rupees Hundred Only) each.

2.To consider and if thought fit to pass with or without modifications the following as a Special resolution:

“RESOLVED THAT pursuant to section 31 of the Companies Act, 1956 and other applicable provisions if any Article No. IV (3)(a) of the Articles of Association relating to Capital Clause be altered and substituted with the following:

IV. SHARE CAPITAL & VARATION OF RIGHTS

3.a) The Authorized share Capital of the Company shall be as mentioned under Clause V of Memorandum of Association of the Company as amended from time to time. The Company shall have power to increase or reduce the same and to divide the shares in the capital for the time being, into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions and to vary, modify or abrogate any such right, privileges or conditions in such manner as is for the time being provided under the Act and / or the

Articles of the Company and consolidate or subdivide these shares and to issue shares of higher or lower denomination. The paid-up capital shall be minimum Rs.1,00,000/- (Rupees One Lac Only). ”

NOTES:

1.EVERY MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE AT THE MEETING INSTEAD OF HIMSELF/HERSELF. THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2.The proxy form duly completed and stamped must reach the Registered Office not less than 48 hours before the time for holding the aforesaid meeting.

3.Explanatory Statement setting all material facts concerning the aforesaid special business under Section 173(2) of the Companies Act, 1956 is enclosed hereto.

4.Article No. 16 (b) of the Articles of Association provides Calling the EOGM at shorter notice.

By order of the Board of Directors

DATE: 01th March, 2013

 

PLACE: MUMBAI

DIRECTOR

Khilari Infrastructure Private Limited

101, New Prabhat Centre, Sec-1A, CBD Belapur, Navi

Mumbai.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956.

Item No. 1 and 2

Presently, the Authorised Share Capital of the Company is Rs. 5,00,000/- divided into 5000 Equity Shares of Rs. 100/- each. It is desirable to increase the Authorised Share Capital to Rs. 50,00,000/-

The proposed increase of Authorised Capital is towards requirement of availing financial facilities from Bank. In order to raise the finance your directors propose to increase Authorised Capital of the Company.

Pursuant to the provisions of section 16/94 of the Companies Act, 1956, the proposed increase of Authorised Share Capital of the company requires the approval of members by way of Special resolution in the General Meeting. Consequent upon the increase in the Authorised Capital of the Company, its Memorandum of Association and Articles of Association will require alteration so as to reflect properly the increase in share capital.

The proposed Alteration of Article of Association u/s 31 of the Companies Act, 1956 provides for approval of Members in Extra- Ordinary General Meeting.

The Board of Directors recommends your approval by way of Ordinary resolution as members in this Extra Ordinary General Meeting.

None of the Directors are in any way concerned or interested in the above resolution.

By the order of the Board of Directors

DATE: 01th March, 2013

DIRECTOR