B N Rathi Securities Ltd

[Pursuant to Section 173(2) of the Companies Act, 1956]

ITEM NO. 5

The members may note that Mr T S Suryanarayana Murthy, was inducted into Board as Additional Director of the company, with effect from 29 05 2013 pursuant to the provisions of Section 260 of the Companies Act, 1956 and holds the office as such up to the date of ensuing Annual General Meeting The company has received notice in writing from member of the company along with the requisite deposit under Section 257 read with section 190 of the Companies Act, 1956 proposing the candidature of the above said person for the Office of Director whose period of office is determinable by retirement of Directors by rotation

As per the provisions of section 257 of the Act, any such proposal ought to be approved by the members in the General Meeting

Hence.the Board recommends the resolution for your approval

None of Directors except Mr T S Suryanarayana Murthy may be deemed to be concerned or interested in the resolution

ITEM NO. 6

The term of appointment of Mr Chetan Rathi as an Executive Director of the Company expired on 31 03 2013 and therefore, the Board of Directors in its meeting held on 06 02 2013, reappointed Mr Chetan Rathi as an Executive Director for a period of two years with effect from 31 03 2013 as per the terms and conditions explained in the resolution

As per the provisions of Schedule XIII of the Companies Act, 1956, re-appointment of Mr Chetan Rathi as an Executive Director, requires the approval of the members in the General Meeting Hence, the above resolution at item no 6 is submitted to the meeting for ratification by the members of the Company by passing Special Resolution

Mr Chetan Rathi, aged 37 years has done masters in Business Management He has vast knowledge and experience in securities market His professional knowledge and expertise would be of immense useful for the efficient functioning of the technical department He is on the Board of the Company since 01 04 2010 He is currently looking after day to day operations He is also the director of B N Rathi Comtrade Private Limited and B N Rathi Industries Private Limited, subsidiaries of your company

He does not hold any committee Memberships in any company

The notice together with the explanatory statement attached herewith should be treated as an abstract of the terms of the agreement and memorandum of concern or interest under section 302 of the Companies Act, 1956

The Board of Directors recommends the above resolution at item no 6 for the members' approval in the Annual General Meeting

None of the Directors of the Company except Mr Han Narayan Rathi and Mr Chetan Rathi are concerned or interested in this resolution