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

“RESOLVED that pursuant to Section 81(1A) and all other applicable provisions, if any, of the Companies Act, 1956 (including  any  modification (s) or re-enactment thereof) and subject to the provisions of the Memorandum of Association and Articles of Association of the Company and the Listing Agreement entered into with the Stock Exchanges where the Equity Shares of the Company are listed and in accordance with the existing guidelines, rules and regulations of the Securities and Exchange Board of India (“SEBI”) and subject to the approvals, consents, permissions and/or sanctions, as may be necessary of the appropriate authorities, institutions or bodies and subject to such terms, conditions, alterations, corrections, changes, variations and/or, modifications, if any as may be prescribed by any one or more or all of them in granting such approvals, consents permissions and/or sanction and which may be agreed by the Board of Directors of the Company (hereinafter referred to as the “Board” which terms shall be deemed to include any committee duly constituted by the Board of Directors or any committee which the Board of Directors may hereafter constitute, to exercise one or more of its powers, including the powers conferred by this resolution), consent of the Company be and is hereby accorded and Board is hereby authorised to issue, offer and allot upto 16,65,000 Equity Shares  of the Company of face value of Rs.10/- each for cash at price  of Rs.18.50/- (including  premium  of  Rs.8.50/-) for each Equity Share  on such further terms and conditions as may be finalised by the Board to following persons belonging to Promoter Group and to others:-

RESOLVED FURTHER that the amount payable on such shares at the time of allotment shall be 100% of the issue price.

 RESOLVED FURTHER that the relevant date for the purpose of calculating the issue price of the above mentioned equity share under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 is 22.01.2012.

RESOLVED FURTHER that all the equity shares to be allotted shall rank pari-passu in all respects, including entitlement for dividend, with the existing equity shares of the Company.

 RESOLVED FURTHER that the equity shares already held by the proposed allottees (as per details given below) shall be under lock in from the relevant date i.e. 22.01.2012 for a period of six months from the date of allotment of Shares:-

RESOLVED FURTHER that the 16,65,000 Equity Shares being allotted to Promoter group and to Others shall be locked-in from the date of allotment for such period as per the provisions of SEBI (ICDR) Regulations, 2009 for Preferential issue.

 RESOLVED FURTHER that for the purpose of issue and allotment of the equity shares and listing thereof with the Stock Exchange(s), the Board of Directors be and is hereby authorised to do and perform all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, desirable or appropriate to give effect to this resolution in all respects and in particular to settle any questions, difficulties or doubts that may arise with regard to the offering, issuing, allotting and utilising the issue proceeds of the Equity Shares  of the Company, at its absolute discretion as deem fit and proper."

By Order of the Board

Place: Kolkata                                                                                         S. Prasad

Date: 25.01.2012                                                                              (Company Secretary)

NOTES:

 1. A member entitled to attend and vote at the meeting is entitled to appoint a Proxy to attend and vote instead of himself and a proxy need not be a member of the Company. The instrument appointing a proxy should, however, be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting. 

2. The relative Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 setting out material facts is annexed thereto. 

3. All documents referred to in the accompanying Notice and the Explanatory Statement are open for inspection at the Registered Office of the Company during the office hours on all working days except Sundays upto the date of the ensuing Extra Ordinary General Meeting. 

4. Members who hold shares in dematerialised form are requested to bring their Client ID and DP ID numbers for easy identification of attendance at the meeting.

5.      Members are informed that in case of joint holders attending the Meeting, only such joint holder who is higher in order of the names will be entitled to vote.

EXPLANATORY STATEMENT REQUIRED UNDER SECTION 173(2) OF THE COMPANIES ACT, 1956:

 It is necessary to issue fresh equity shares to meet business requirement of the company and to strengthen the Company’s financial parameters. For these purposes, the Directors of the Company intend to mobilise funds through issue of equity share to the persons belonging to Promoter Group and to others on Preferential Basis in accordance with SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2009. The proceeds of the proposed issue shall also be utilised as owned fund (Shareholders Fund) for improving Debt: Equity ratio.

 The Proposed Allottees shall pay Rs. 18.50 per Equity Share, being 100% of the issue price in respect of the Equity Shares that may be allotted in accordance with the SEBI (ICDR) Regulations,2009 on the date of allotment of Equity Shares.  

The existing shareholding of the proposed allottees of the promoter group and of others shall be locked-in from the relevant date and such lock-in would continue upto a period of six months from the date of allotment of the equity shares. 

Information as required under Regulation 73 of SEBI (Issue of capital and disclosure requirements) Regulations, 2009 for Preferential Issues: 

1.            Object of the Issue 

The proposed issue is to meet the business requirement of the company which would strengthen the Company’s financial parameters.The proceeds of the proposed issue shall also be utilised as owned fund (Shareholders Fund) toward improving Debt: Equity ratio.  

2.            Intention of the promoter(s) and others to subscribe

The Company has received written consent from the promoters and others named above towards their intention to subscribe proposed issue of Equity Shares of by the company. 

3.            Pricing 

In compliance with the SEBI Pricing Norms, the price is arrived as under           on the basis of 22.01.2012 being the relevant date. 

Average of the weekly high & low of the closing prices during six months preceding the relevant date is Rs.17.85. 

Average of the weekly high & low of the closing prices during two weeks preceding the relevant date is Rs.18.41. 

Higher of the above two is Rs.18.41/- and price on which issue is made should not be lower than Rs.18.41/- therefore the shares are issued at Rs.18.50. 

The price above is determined on the basis of the quotes available on Bombay Stock Exchange Limited which recorded the highest trading volume during the last six months prior to the relevant date. 

4.            Undertaking to pay Recomputed price of share

(a) The company undertake that if required, the price of proposed shares shall be recomputed in view of the provisions of the SEBI (ICDR) Regulations,2009. 

(b) If the amount payable on account of the re-computation of price is not paid within the stipulated time as mentioned in the Regulations, the specified securities shall continue to be locked in till such amount is paid by the allottees.

5. Shareholding Pattern of the Company before and after the issue:

6. Proposed time within which the allotment shall be completed.

The Board proposes to allot the equity shares within a period of 15 days from the date of

passing of this resolution by the shareholders or within 15 days from the date of approval of

any regulatory authority, whichever is later.

7. The identity of the proposed allottees and the percentage of the preferential issue that may be held by them

 5.     Consequential Changes in Voting Rights

 Voting rights will change in tandem with the shareholding pattern. However there shall not be any change in the management control of the company.    

9.            Auditors’ Certificate

 A certificate  from M/s. K.N. Gutgutia & Co., Chartered Accountants, being the Statutory Auditors of the Company certifying that the preferential issue is being made in accordance with the requirements contained in SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 shall be placed before the meeting of the shareholders.

 10.  Proposed allotment of shares as pari-passu  

  The equity shares arising out of allotment pursuant to the resolution shall rank pari passu in all respect with the then existing Equity Shares of the company.

 11.      Lock-in

 The  16,65,000 Equity Shares being allotted to persons mentioned above shall be locked-in for such period from the date of allotment of shares  as per SEBI (ICDR) Regulations, 2009.

 12.            Change in Managem ent

 The issue of Equity Shares will not result in any change in the management or control of the Company.

Issuance of shares on preferential basis is governed, inter alia, by the provisions of Section 81(1A) of the Companies Act, 1956 and the relevant provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

 As per Section 81(1A) of the Companies Act, 1956 and the SEBI (ICDR) Regulations,2009 approval of the members of the Company by way of Special Resolution is required to be obtained for issuance of Equity Shares on preferential basis.

 None of the Directors of the Company is concerned or interested in the resolution save and except Mr. O.P. Dhanuka who may be deemed to be interested as Promotor Director of company to the extent to allotment to promoters Group.

 The Board of Directors recommends the resolution for the approval of the shareholders.

                                                                                  By Order of the Board

  Place: Kolkata                                                                                   S.Prasad

Date: 25.01.2012                                                                             Company Secretary