Nahar Spinning Mills Ltd.

1. To receive consider and adopt the Financial Statements of the Company for thefinancial year ended 31st March 2015 and the Reports of the Board of Directors andAuditors thereon.

2. To declare dividend on Equity Shares.

3. To appoint a director in place of Mr. Dinesh Gogna (DIN 00498670) who retires byrotation and being eligible offers himself for re-appointment.

4. To appoint a director in place of Mr. Kamal Oswal (DIN 00493213) who retires byrotation and being eligible offers himself for re-appointment.

5. To appoint Auditors and fix their remuneration and in this regard to consider and ifthought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 139 and other applicableprovisions if any of the Companies Act 2013 and the Rules made thereunder as amendedfrom time to time M/s. Gupta Vigg & Co. Chartered Accountants (Registration No.001393N) be and are hereby appointed as Auditors of the Company to hold office from theconclusion of this Annual General Meeting till the conclusion of the next Annual GeneralMeeting of the Company at such remuneration as shall be fixed by the Board of Director ofthe Company.”

SPECIAL BUSINESS:

6. To consider and if thought fit to pass with or without modification the followingresolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148(3) and all otherapplicable provisions if any of the Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014 including any statutory modification (s) or re-enactment (s) for thetime being in force consent and approval of the members be and is hereby accorded for thepayment of remuneration of Rs. 1.50 Lacs (Rupess One Lakh

Fifty Thousand Only) to M/s. Ramanath Iyer & Co. Cost Accountants (Membership No.000019) appointed as Cost Auditors by the Board of Directors of the Company to conduct anaudit of the Cost Records of the Company for the financial year ending March312016".

“RESOLVED FURTHER THAT the Board of Directors of the Company be and are herebyauthorised to do all such acts deeds and things as may be necessary proper and expedientto give effect to this resolution”.