Garware Hi Tech Films Ltd

NOTICE IS HEREBY GIVEN THAT the 56th Annual General Meeting of the members of GARWARE POLYESTER LIMITED will be held at the

Registered Office of the Company on Thursday, 26th September, 2013 at 11.30 a.m. at Naigaon, Post Waluj, Aurangabad - 431 133 to transact the following businesses:

Ordinary Business:

1 To receive, consider and adopt the audited Balance Sheet as at

31st March, 2013 and the Profit and Loss Account for the year ended on that date and the reports of the Board of Directors and the Auditors thereon.

2 To appoint a Director in place of Mrs. S. S. Garware, who retires by rotation and being eligible, offers herself for re-appointment.

3 To appoint a Director in place of Mrs. Sarita Garware Ramsay, who retires by rotation and being eligible, offers herself for re-appointment.

4 To appoint a Director in place of Mr. B. Moradian, who retires by rotation and being eligible, offers himself for re-appointment.

5 To appoint a Director in place of Dr. M. C. Agarwal, who retires by rotation and being eligible, offers himself for re-appointment.

6 To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:- "RESOLVED THAT pursuant to the provisions of Section 224A of the Companies Act, 1956, M/s. Shah & Co., Chartered Accountants, Mumbai (Registration no. 109430W) the retiring auditors of the Company be and are hereby appointed as auditors of the Company to hold the office from the conclusion of this Annual General

Meeting till the conclusion of the next Annual General Meeting on a remuneration as may be mutually agreed upon between the Board of Directors of the Company and auditors, plus travelling and out of pocket expenses actually incurred by the auditors in connection with the audit work".

Special Business:

7 To consider and if thought fit, to pass with or without modification(s), as a Special Resolution, the following: - "RESOLVED THAT subject to the provisions of Section 198, 269,

309 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 or any statutory modification(s)or re-enactments thereof and such other statutory approvals as may be required, approval of the members be and is hereby accorded to the re-appointment of Mrs. Monika Garware Modi as Joint Managing

Director of the Company for a term of five 1st November, 2013, on such terms and conditions including remuneration as set out in the Explanatory Statement annexed to the notice convening this meeting.

RESOLVED FURTHER THAT if in any financial year during the currency of the tenure, the Company has no profits or the profits of the Company are inadequate, the Company will pay to Mrs. Monika Garware Modi the remuneration as specified in the

Explanatory Statement to this resolution as and by way of minimum remuneration."

8 To consider and if thought fit, to pass with or without modification(s), as a Special Resolution, the following: - "RESOLVED THAT subject to the provisions of Section 198, 269, 309 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 or any statutory modification(s) or re-enactments thereof and such other statutory approvals as may be required, approval of the members be and is hereby accorded to the re-appointment of Mrs. Sarita Garware Ramsay as Joint Managing

Director of the Company for a term of fiveyears with effect from 1st November, 2013, on such terms and conditions including remuneration as set out in the Explanatory Statement annexed to the notice convening this meeting.

RESOLVED FURTHER THAT if in any financial year during the currency of the tenure, the Company has no profits or profits of the Company are inadequate, the Company will pay Mrs. Sarita Garware Ramsay the remuneration as specified in the

Explanatory Statement to this resolution as and by way of minimum remuneration."

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

"RESOLVED THAT in partial modification of the Resolution Number

8 passed by the Members of the Company at the Annual General Meeting held on 5th September, 2012 and pursuant to Section 198, 269, 309, 310 read with Schedule XIII and all other applicable provisions, if any, of the Companies Act, 1956 or any statutory modification(s) or re-enactments thereof and such other statutory approvals as may be required, approval of the members be and is hereby accorded to the revision in the payment of remuneration payable to Ms. Sonia Garware, Joint Managing Director with effect from 1st September, 2013, on such terms and conditions as set out in the Explanatory Statement annexed to the notice convening this meeting.

RESOLVED FURTHER THAT if in any financial year during the currency of the tenure, the Company has no profits or the profits of the Company are inadequate, the Company will pay to Ms. Sonia Garware the remuneration as specified in the

Explanatory Statement to this resolution as and by way of minimum remuneration."

10 To consider and if thought fit, to pass with or without modification(s), as a Special Resolution, the following: - "RESOLVED THAT subject to the provisions of Sections 198, 269,

309 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 or any statutory modification(s) or re-enactments thereof and such other statutory approvals as may be required, approval of the members be and is hereby accorded to the re-appointment of Mr. M. S. Adsul as a Whole-Time Director of the Company designated as Director-Technical for a term of 5 years with effect from 1st June, 2013 on such terms and conditions including remuneration as set out in the Explanatory Statement with effect from annexed to the notice convening this meeting.

RESOLVED FURTHER THAT if in any financial year during the currency of the tenure, the Company has no profits the profits of the Company are inadequate, the Company pay to Mr. M. S. Adsul the remuneration as specified in the

Explanatory Statement to this resolution as and by way of minimum remuneration."