Sambandam Spinning Mills Ltd

Notice is hereby given that the Thirty Ninth Annual General Meeting of the Company will be held at the Registered Office of the Company on Wednesday, the 14th August, 2013 at 10.45 a.m to transact the following business:

Ordinary Business

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2013 and the Profit and Loss account and the Cash Flow Statement for the year ended on that date together with the Notes annexed thereto and the reports of the Directors and the Auditors thereon.

2. To appoint a director in the place of Sri V. Mahadevan, who retires by rotation and being eligible, offers himself for re-appointment:

3. To appoint a director in the place of Dr. V.Gopalan who retires by rotation and being eligible, offers himself for re-appointment:

4. To appoint auditors and to fix their remuneration and, in this connection to pass with or without modification, the following resolution as an Ordinary Resolution:

"RESOLVED that, pursuant to Section 224 of the Companies Act, 1956, M/s. M.S.Krishnaswami & Rajan, Chartered Accountants be and they are hereby re-appointed Auditors of the Company from the conclusion of this meeting until the conclusion of the next Annual General Meeting on such remuneration and terms as may be determined by the Board of Directors of the Company."

Special Business:

5. To consider and if thought fit, to pass with or without modification the following resolution as a Special Resolution:

RESOLVED THAT pursuant to sub-clause (i) of clause (b) of sub-section (2A) of section 149 of the Companies Act 1956, approval of the Company be and is hereby accorded for commencement of new business stated in Clause III C (5) of the Memorandum of Association of the Company reproduced here below:

IIIC (5) "TO GENERATE POWER BY ESTABLISHING WIND TURBINES, GAS TURBINES, SOLAR POWER STATIONS AND ALSO GENERATE POWER FROM TIDAL WAVES OR BY ANY OTHER METHOD AND TO SELL SUCH POWER TO TAMIL NADU ELECTRICITY BOARD OR TO ANY OTHER PERSON, ORGANISATION OR GOVERNMENT BODY".

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to file pursuant to sub-clause(ii) of clause (b) of sub-section(2A) of section 149 of the Companies Act 1956, a duly verified declaration in E-Form 20A prescribed in the Companies (Central Government's) General Rules and Forms (Amendment) Rules 2006, within the prescribed period of time and to do all such acts, deeds and things as may be required to give effect to this resolution."