KISHANGARH HI TECH TEXTILE PARK LIMITED

AGARWAL SADAN, BHAT MOHALLA, MANGANJ KISHANGARH-305801

NOTICE

NOTICE IS hereby given that an Extra-Ordinary General Meeting of the of the

Company will be held on Saturday, the 16th day of April, 2011 at 11.00AM at the
Registered office of the Company at the address given above to transact following
business:-

1.To consider and, if thought fit, to pass, with or without modification(s), the following
resolution as an Ordinary Resolution:-

“Resolved that pursuant to provisions of Articles 4 and 48 of the Articles of Association

and Sections 13, 16, 94 and 97 and other applicable provisions , if any, of the
Companies Act, 1956, the Authorised Share Capital of the Company be and is hereby
increased to Rs.4,20,00,000/- (Rupees Four Crores Twenty Lacs) from the existing
Authorized Share Capital of Rs.4,00,00,000/- (Rupees Four Crores) by creation of
2,00,000 (Two Lacs) New Equity Shares of Rs.10/- (Rupees Ten) each.”

2. To consider and, if thought fit, to pass, with or without modification(s), the following
resolution as an Special Resolution:-

“Resolved that pursuant to provisions of Sections 13, 16, 94 and 97 and other applicable
provisions , if any, of the Companies Act, 1956, the Memorandum of Association of the
Company be and is hereby altered as follows:-

“V. The Authorised Share Capital of the Company is Rs.4,20,00,000/- (Rupees Four
Crores) divided into 27,00,000 (Twenty Seven Lacs) Equity Shares of Rs.10/- (Rupees
Ten) each and 15,00,000 (Fifteen Lacs) Cumulative Redeemable Preference Shares of
Rs.10/- (Rupees Ten) each.”

“Resolved further that New Equity Shares shall rank pari passu with existing equity
shares in all the respects i.e. right to dividends, distribution of assets of the company
,right of voting and that all the provisions contained in the Articles of Association of the
Company with reference to the payment of calls and installments, forfeiture, lien,
surrender, transfer, transmission, voting etc. will be applicable to the New Equity
Shares.”

3. To consider and, if thought fit, to pass, with or without modification(s), the following
resolution as a Special Resolution:-

“Resolved that the existing authorized share capital of the company stated after line
no.10 of Clause 4 of Articles of Association of the company be and is hereby altered as
under :-

Continued to page -2-

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“The Authorised Share Capital of the Company is as stated in clause V of the

Memorandum of Association of the company.”

4. To consider and, if thought fit, to pass, with or without modification(s), the following
resolution as a Special Resolution:-

“Resolved that, in accordance with the provisions of Section 81(1A) of the Companies
Act, 1956 the Board of Directors of the Company be and are hereby authorized to issue
2,00,000 (Two Lacs) New Equity Shares of Rs.10/- (Rupees Ten) each out of the
unissued capital of the company and such shares be offered, issued and allotted to the
person(s) as they deem fit and proper.”

Place: Madanganj By Order of Board,

Dated: 19.03.2011 For KISHANGARH HI TECH TEXTILE PARK LIMITED

(Vijay Kumar Agarwal)

Managing Director

NOTES:

1. A member entitled to attend and vote at the meeting is also entitled to appoint a proxy
to attend and vote at the meeting instead of himself and such proxy need not be a
member of the Company.

2.The explanatory statement pursuant to Section 173(2) of the Companies Act, 1956
with regard to item number 1 to 4 is annexed hereto.

Explanatory Statement Pursuant to Section 173(2) of the Companies Act,1956

Item No.1
The present authorized share capital of the company is Rs.4.00Crores
comprising 25,00,000 (Twenty Five Lacs) equity shares of Rs.10/- each and
15,00,000 (Fifteen Lacs) Cumulative Redeemable Preference Shares of Rs.10/-
(Rupees Ten) each. It has become essential to increase the present Authorised
Share Capital meet capital requirement of the textile park for its further expansion
plans. The Resolution is therefore to increase the authorized share capital of the
company from Rs.4.00 Crores to Rs.4.20Crores.

None of the directors is interested in this resolution except to the extent of their
shareholding and shareholding of their relatives in the company.

Your Directors recommend the above Resolution for your approval.

Continued to page -3-

 -3-
Item No.2

The existing Clause V of Memorandum of Association specifies the present

Authorised Share Capital of your company. In view of increase in Authorized
Share Capital of the company from Rs.4.00Crores to Rs.4.20Crores, the present
Clause V of the Memorandum of Association needs to reflect the increased
Authorised Capital of the Company.

A copy of the existing Memorandum and Articles of Association as well as the

amended Memorandum and Articles of Association of the company is available
for inspection by the members of the company during working hours on any
working day.

As per provisions of Section 94 of the Companies Act, 1956, the approval of the
Shareholders is required for amending the authorized capital. Consequent to
change in Authorised Share Capital, Clause V related to the capital clause in the
Memorandum will also change as stated in Resolution.

None of the directors is interested in this resolution except to the extent of their
shareholding and shareholding of their relatives in the company.

Your Directors recommend the above Resolution for your approval.

Item No.3

The existing Clause 4 of Articles specifies the present Authorised Share Capital
of your company. In view of increase in Authorized Share Capital of the company
from Clause 4 of the Articles of Association required to be amended to reflect the
increased Authorised Capital of the Company. It was decided by the Board that
capital clause of articles of association be amended to show authorized capital
as stated in Clause V of Memorandum of Association.

A copy of the existing Memorandum and Articles of Association as well as the

amended Memorandum and Articles of Association of the company is available
for inspection by the members of the company during working hours on any
working day.

As per provisions of Section 31 of the Companies Act, 1956, the approval of the
Shareholders is required for amending the Articles of Association of the
company. Consequent to change in Authorised Share Capital, Clause 4 related
to the share capital of the company will also change as stated in Resolution.

None of the directors is interested in this resolution except to the extent of their
shareholding and shareholding of their relatives in the company.
Your Directors recommend the above Resolution for your approval.
Continued to page -4-

-4-

Item No.4

With a view to augment financial resources for the company, it is proposed to

authorize the Board of Directors to raise funds by issuing Cumulative Redeemable
Preference Shares out of the unissued capital of company. As required under section
81(1A) of the Companies Act, 1956 this resolution is placed for the approval of the
members.

None of the directors is interested in this resolution except to the extent of their
shareholding and shareholding of their relatives in the company.

Your Directors recommend the above Resolution for your approval.

Place: Madanganj By Order of Board,

Dated: 19.03.2011 For KISHANGARH HI TECH TEXTILE PARK LIMITED

(Vijay Kumar Agarwal)

Managing Director
 KISHANGARH HI TECH TEXTILE PARK LIMITED
AGARWAL SADAN, BHAT MOHALLA, MANGANJ KISHANGARH-305801

Certified True Copy of the Special Resolution Passed at the Extra-Ordinary General Meeting of
the Company held on Saturday, the 16th day of April, 2011 at 11.00AM at the Registered Office
of the Company:-

Item No.2
Passed Unanimously
By Show of hands

“Resolved that pursuant to provisions of Sections 13, 16, 94 and 97 and other applicable
provisions , if any, of the Companies Act, 1956, the Memorandum of Association of the Company
be and is hereby altered as follows:-

“V. The Authorised Share Capital of the Company is Rs.4,20,00,000/- (Rupees Four
Crores) divided into 27,00,000 (Twenty Seven Lacs) Equity Shares of Rs.10/- (Rupees
Ten) each and 15,00,000 (Fifteen Lacs) Cumulative Redeemable Preference Shares of
Rs.10/- (Rupees Ten) each.”

“Resolved further that New Equity Shares shall rank pari passu with existing equity
shares in all the respects i.e. right to dividends, distribution of assets of the company
,right of voting and that all the provisions contained in the Articles of Association of the
Company with reference to the payment of calls and installments, forfeiture, lien,
surrender, transfer, transmission, voting etc. will be applicable to the New Equity
Shares.”

Explanatory Statement Pursuant to Section 173(2) of the Companies Act,1956

The existing Clause V of Memorandum of Association specifies the present

Authorised Share Capital of your company. In view of increase in Authorized
Share Capital of the company from Rs.4.00Crores to Rs.4.20Crores, the present
Clause V of the Memorandum of Association needs to reflect the increased
Authorised Capital of the Company.

A copy of the existing Memorandum and Articles of Association as well as the

amended Memorandum and Articles of Association of the company is available
for inspection by the members of the company during working hours on any
working day.

As per provisions of Section 94 of the Companies Act, 1956, the approval of the
Shareholders is required for amending the authorized capital. Consequent to
change in Authorised Share Capital, Clause V related to the capital clause in the
Memorandum will also change as stated in Resolution.

None of the directors is interested in this resolution except to the extent of their
shareholding and shareholding of their relatives in the company.

Your Directors recommend the above Resolution for your approval.

For KISHANGARH HI TECH TEXTILE PARK LIMITED
(Vijay Kumar Agarwal)
Managing Director
 KISHANGARH HI TECH TEXTILE PARK LIMITED
AGARWAL SADAN, BHAT MOHALLA, MANGANJ KISHANGARH-305801

Certified True Copy of the Special Resolution Passed at the Extra-Ordinary General
Meeting of the Company held on Saturday, the 16th day of April, 2011 at 11.00AM at
the Registered Office of the Company:-

Item No.3
Passed Unanimously
By Show of hands

“Resolved that the existing authorized share capital of the company stated after line
no.10 of Clause 4 of Articles of Association of the company be and is hereby altered as
under :-

“The Authorised Share Capital of the Company is as stated in Memorandum of

Association of the company from time to time.”

Explanatory Statement Pursuant to Section 173(2) of the Companies Act,1956

Item No.3

The existing Clause 4 of Articles specifies the present Authorised Share Capital
of your company. In view of increase in Authorized Share Capital of the company
from Clause 4 of the Articles of Association required to be amended to reflect the
increased Authorised Capital of the Company. It was decided by the Board that
capital clause of articles of association be amended to show authorized capital
as stated in Capital Clause of Memorandum of Association instead of showing
actual authorized capital of the company.

A copy of the existing Memorandum and Articles of Association as well as the

amended Memorandum and Articles of Association of the company is available
for inspection by the members of the company during working hours on any
working day.

As per provisions of Section 31 of the Companies Act, 1956, the approval of the
Shareholders is required for amending the Articles of Association of the
company. Consequent to change in Authorised Share Capital, Clause 4 related
to the share capital of the company will also change as stated in Resolution.

None of the directors is interested in this resolution except to the extent of their
shareholding and shareholding of their relatives in the company.

Your Directors recommend the above Resolution for your approval.

For KISHANGARH HI TECH TEXTILE PARK LIMITED

 (Vijay Kumar Agarwal)
Managing Director
KISHANGARH HI TECH TEXTILE PARK LIMITED
AGARWAL SADAN, BHAT MOHALLA, MANGANJ KISHANGARH-305801

Certified True Copy of the Special Resolution Passed at the Extra-Ordinary General
Meeting of the Company held on Saturday, the 16th day of April, 2011 at 11.00AM at
the Registered Office of the Company:-

Item No.4

Passed Unanimously
By Show of hands

“Resolved that, in accordance with the provisions of Section 81(1A) of the Companies
Act, 1956 the Board of Directors of the Company be and are hereby authorized to issue
2,00,000 (Two Lacs) New Equity Shares of Rs.10/- (Rupees Ten) each out of the
unissued capital of the company and such shares be offered, issued and allotted to the
person(s) as they deem fit and proper.”

Explanatory Statement Pursuant to Section 173(2) of the Companies Act,1956

Item No.4

With a view to augment financial resources for the company, it is proposed to

authorize the Board of Directors to raise funds by issuing Cumulative Redeemable
Preference Shares out of the unissued capital of company. As required under section
81(1A) of the Companies Act, 1956 this resolution is placed for the approval of the
members.

None of the directors is interested in this resolution.

Your Directors recommend the above Resolution for your approval.

For KISHANGARH HI TECH TEXTILE PARK LIMITED

(Vijay Kumar Agarwal)

Managing Director
`The paid up share Capital of the

Company shall be minimum of Rs.5,00,000/- (Rupees Five Lacs only)

`The paid up share Capital of the

Company shall be minimum of Rs.5,00,000/- (Rupees Five Lacs only)

 Amount to be paid to MCA

10000

Stamp Duty

500Per Lac * 20 10000

Form 23 500

Fees Rs.4000/-