NOTICE is hereby given that the 21st Annual General Meeting of Samyak International Limited will be held on Tuesday, September 29th , 2015 at 2:30 p.m. at A/12-10, "APURVA", L.B.S. Marg, Mulund (W), Mumbai - 400080, Maharashtra, to transact the following business:

1. ADOPTION OF FINAL ACCOUNTS

To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2015 and the Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereon.

2. APPOINTMENT OF DIRECTOR

To appoint a Director in place of Mr. Shantilal Jain (DIN 00469834), who retires by rotation and, being eligible, offers himself for re-appointment.

3. APPOINTMENT OF AUDITOR

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

RESOL VED THAT pursuant to the provisions of section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, Bharat Neema & Co. ,Chartered Accountants (CA Bharat Neema Membership No. 074810), be and is hereby re-appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the twenty-third AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM), at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.@

SPECIAL BUSINESS

4. RE-APPOINTMENT OF MR. SUDHIR JAIN AS MANAGING DIRECTOR OFTHE COMPANY AND INCREASE IN REMUNERATION:

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

RESOL VED THAT pursuant to the provisions of Section 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 and Articles of Association of the Company and subject to the approval of Central Government or other Government authority/agency/board, if any, the consent of the shareholders of the Company be and is hereby accorded to re-appoint Mr. Sudhir Jain as Managing Director of the Company for a period of five years with effect from September 30, 2015.

FUR THER RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 and Articles of Association of the Company and subject to the approval of Central Government or other Government authority/agency/board, if any, approval of the Company be and is hereby accorded to pay a remuneration of Rs. 6,60,000/- (Rupees Six Lakh Sixty Thousand Only) per annum to Mr. Sudhir Jain, Managing Director of the Company, the details of which are given in the Explanatory Statement annexed hereto.

FUR THER RESOLVED THAT the Board of Directors of the Company or any committee thereof be and is hereby authorized to do all such acts, deeds and things as in its absolute discretion it may think necessary, expedient or desirable; to settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution and to seek such approval/ consent from the government departments, as may be required in this regard.

FUR THER RESOLVED THAT the Board of Directors of the Company or any committee thereof be and is hereby also authorized to amend, alter, modify or otherwise vary the terms and conditions of appointment of Mr. Sudhir

Jain, Managing Director, including the components of the above mentioned remuneration payable to him subject to the overall cap of Rs. 6,60,000/- (Rupees Six Lakh Sixty Thousand Only) per annum.@

5. RE-APPOINTMENT OF MR. SHANTILAL JAIN AS WHOLE TIME DIRECTOR AND INCREASE IN REMUNERATION:

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

RESOL VED THAT in pursuance to the provisions of Sections 196,197 and other applicable provisions, if any of the Companies Act 2013 read with Schedule V prescribed under the Companies Act, 2013 and in pursuance to the provisions of Articles of Association of the Company, the shareholders of the company be and is hereby agree to increase the remuneration of Mr. Shantilal Jain Whole Time Director of the Company for a period of 3 years w.e.f. 20th March, 2015 at a remuneration of Rs. 3,60,000/-(Rupees Three Lakh sixty thousand Only) per annum plus the details of which are given in the Explanatory Statement annexed hereto.

RESOL VED FURTHER THAT notwithstanding anything to the contrary herein contained, where in any financial year during the currency of his tenure, the company has no profits or his profits are inadequate, remuneration by way of salary, perquisites and other allowances or any combination thereof shall not exceed the aggregate of the annual remuneration as provided above or the maximum remuneration payable as per the limits set out in Section II of Part II of schedule V of the Companies Act, 2013, whichever is lower, unless otherwise determined by the Board of Directors.

6. ADOPTION OF NEW ARTICLES

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

RESOL VED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder, a new set of Articles of Association, placed before the Members, be and is hereby adopted and substituted in place of the existing Articles of Association of the Company.

RESOL VED FURTHER THAT the Board of Directors be and is hereby authorised to perform and execute all such acts, deeds, matters and things, as may be deemed necessary, proper or expedient to give effect to this resolution and for the matters connected herewith or incidental hereto.@