NOTICE

Notice is hereby given that an Extra Ordinary General Meeting of the members of M/s J. P. Financial Services Pvt. Ltd. will be held on Thursday, the 15th day of January, 2009 at 11.00 A.M. at the Registered office of the Company, to transact the following business: SPECIAL BUSINESS: 1. To consider, and if thought fit, to pass with or without modification, the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 94 and other applicable provisions, if any, of the Companies Act, 1956 the Authorised Share Capital of the Company be increased from Rs. 70,00,000 (Rupees seventy lacs) divided into 7,00,000 Equity Shares of Rs. 10/- each to Rs. 11,00,00,000 (Rupees eleven crores) divided into 1,10,00,000 Equity Shares of Rs. 10/- each by creation of 1,03,00,000 Equity Shares of Rs. 10/- each and that Clause V of the Memorandum of Association of the Company be altered and be substituted by the following: Clause V of Memorandum of Association The Authorised Share Capital of the company is Rs.11,00,00,000/- (Rupees eleven crores only) divided into 1,10,00,000 Equity Shares of Rs.10/- each with rights, privileges and conditions attaching thereto as provided in the Articles of Association of the Company for the time being with power to increase and reduce the capital of the Company and to divide the shares in the capital for the time being into several classes and attach thereto respectively such preferential qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being to vary, modify and / or abrogate and such rights, privileges and conditions in such manner as may be permitted by the Act or provided by the Articles of Association of the Company for the time being subject to the provisions of the Companies Act, 1956. 2. To consider, and if thought fit, to pass with or without modification, the following resolution as a Special Resolution: RESOLVED THAT pursuant to Section 31 and all other applicable provisions, if any, of the Companies Act, 1956, Article 3(a) of the Articles of Association of the Company be substituted by the following Article:

Clause 4 of the Articles of Association: The Authorised Share Capital of the company is Rs.11,00,00,000/- (Rupees eleven crores) divided into 1,10,00,000 Equity Shares of Rs.10/- each.

Regd. Office : P46A, Radha Bazar Lane Kolkata 700 001

By Order of the Board of Directors

Dated: the 15th day of December, 2008 K P Prabhakaran Director

NOTES : 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. Members and/or Proxies should bring the attendance slips duly filled in at the meeting to avoid any inconvenience.

2.

EXPLANATORY STATEMENT PURSUANT TO SEC 173 (2) OF THE COMPANIES ACT, 1956

Item No. 1 To make provision for further issue of Share Capital, the authorized share capital of the Company is being proposed to be increased from Rs. 70,00,000 (Rupees seventy lacs) divided into 7,00,000 Equity Shares of Rs. 10/- each to Rs. 11,00,00,000 (Rupees eleven crores) divided into 1,10,,00,000 Equity Shares of Rs. 10/- each. Accordingly, Shareholders approval is being sought to alter Clause V of the Memorandum of Association and Article 3(a) of the Articles of Association of the Company. A copy of the Memorandum and Articles of Association of the Company together with the proposed alterations is available for inspection by the members of the Company at its Registered office between 11 a.m. to 1 p.m. on any working day of the Company. The Board recommends the Resolution for your approval. None of the Directors of the Company is deemed to be concerned or interested in the proposed resolution except as shareholders.
Regd. Office : P46A, Radha Bazar Lane Kolkata 700 001

By Order of the Board of Directors

Dated: the 15th day of December, 2008 K P Prabhakaran Director