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Hitkari Fibres Ltd has informed BSE that pursuant by an order made on June 27, 2008, the Hon’ble Court, Bombay has directed that a meeting of the Equity shareholders of the Company will be held on August 11, 2008, for the purpose of considering, and, if thought fit, approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of the Transferor Company viz., SRM ENERGY PVT LTD with the Applicant Company viz. HITKARI FIBRES LTD.

Hitkari Fibres Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 18, 2008, inter alia, has accorded the following:

1. Mr. Deep Rastogi has appointed as a director of the Company being the new promoter
Director of the Company.

2. Mr. P Srinivasan, Mr. B S Rao & Mr. Vini Ahuja have appointed as directors of the Company.

3. The Slump sale Agreement for the sale of its Non Woven Fabric Business has executed.

4. The latest Valuation Report and Scheme of Merger of SRM Energy Pvt Ltd with the Company has taken on record.

5. The resignation received from Dr. (Mrs.) Chandni Hitkari, Director and Chairperson of the Company has approved and accepted.

6. The resignation received from Mr. Aditya Hitkari from the post of Managing Director of the Company has approved and accepted.

7. The resignation received from Dr. E K Ajit Kumar from the post of Director of the Company has approved and accepted.

8. The resignation received from Dr. Narayanan Balasubramanian from the post of Director of the Company has approved and accepted.

9. The resignation received from Mr. Inderjit Singh Sehgel from the post of Director of the Company has approved and accepted.

10. The resignation received from Mr. Mahesh Menon from the post of Director of the Company has approved and accepted.

11. M/s. Kanu Doshi & Associates, Chartered Accountants has appointed as Internal Auditors of the Company.

12. The Share Transfer and Investor Grievance Committee, Audit Committee and the Remuneration Committee reconstituted accordingly.

Hitkari Fibres Ltd has informed BSE that the members of the Company by way of Postal Ballot have approved and passed the following Resolutions, with requisite majority:

1. Amendment to sub clause A of Clause III of the Memorandum of Association of the Company for insertion of objects relating to power generation and allied activities.

2. Amendment to sub clause B of Clause III of the Memorandum of Association of the Company by insertion of a new clause to provide for amalgamation / merger of other entity(ies) with the Company or vice versa.

3. Replacement of the existing Articles of Association of the Company with a new set of Articles of Association.

4. Sub division and Reclassification of 30,000 Convertible Cumulative Preference Shares of Rs 100/- into 300,000 equity shares of Rs 10/ each.

5. Increase in Authorized Capital from Rs 6.30 crores to Rs 5000 crores.

6. Increase in Borrowing Limits under section 293 (1)(d) of the Companies Act, 1956, to Rs 15,000 crores.

7. Creation of Charge on the assets of the Company, upto the limits specified above, under section 293(1)(a) of the Companies Act, 1956.

8. Delisting of the shares of the company from the Delhi and Ahmedabad Stock Exchanges.

9. Change in control under Regulation 12 of the SEBI (Substantial Acquisition of Share and Takeovers) Regulations, 1997, by transferring the control from the current promoters to M/s. Spice Energy Pvt Ltd, M/s. Spice Energy Pvt Ltd will be classified as the new promoter of the Company and will have the control in terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, over the Company M/s. Spice Energy Pvt Ltd belongs to the ‘Spice Energy’ group.

10. Issue of Global Depositary Receipts / American Depositary Receipts / Foreign Currency Convertible Bonds, in terms of Section 81(1A) of the Companies Act, 1956 upto US $ 1 billion.

11. Hiving Off of the ‘fibre division’ of the Company, by way of a slump sale to Hitkari Hitech Filters Pvt Ltd, on a going concern basis.

12. Giving of loans / guarantee(s), / or provide any security(ies) in terms of Section 372A.

Hitkari Fibres Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 12, 2008, inter alia, has approved the following after due deliberations:

1. Approval of the Postal Ballot notice for the following items:

(a) Amendment to sub clause A of Clause III of the Memorandum of Association of the Company for insertion of objects relating to power generation and allied activities.

(b) Amendment to sub clause B of Clause III of the Memorandum of Association of the Company by insertion of a new clause to provide for amalgamation / merger of other entity
(ies) with the Company or vice versa.

(c) Replacement of the existing Articles of Association of the Company with a new set of Articles of Association.

(d) Sub division and Reclassification of 30,000 Convertible Cumulative Preference Shares of Rs 100/- into 300,000 equity shares of Rs 10/- each.

(e) Increase in Authorized Capital from 6.30 crores to Rs 5000 crores.

(f) Increase in Borrowing Limits under the Companies Act, 1956, to Rs 15,000 crores.

(g) Creation of Charge on the assets of the Company, upto the limits specified above, under the Companies Act, 1956.

(h) Delisting of the shares of the Company from the Delhi and Ahmedabad Stock Exchanges.

(i) Change in control under Regulation 12 of the SEBI (Substantial Acquisition of Share and Takeovers) Regulations, 1997, by transferring the control from the current promoters to M/s. Spice Energy Pvt Ltd. M/s. Spice Energy Pvt Ltd will be classified as the new promoter of the Company and will have the control in terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, over the Company. M/s. Spice Energy Pvt Ltd belongs to the “Spice Energy” group.

(j) Issue of Global Depositary Receipts / American Depositary Receipts / Foreign Currency Convertible Bonds, in terms of the Companies Act, 1956 upto US $ 1 billion.

(k) Hiving Off of the ‘fibre division’ of the Company, by way of a slump sale to Hitkari Hitech Pvt Ltd, on a going concern basis. The draft agreement for sale has been approved by the Board of the Company.

(l) Giving of loans / guarantee(s), / or provide any security(ies).

(m) Appointment of Mr. Jayesh Parmar, Chartered Accountant, as Scrutinizer and Approval
of the notice of the Postal Ballot. The result of the Postal Ballot will be declared on
March 17, 2008. The last date for receipt of the duly filled Postal Ballot forms will be March 15, 2008.

2. The Board has also, subject to the approval of the members and of the High Court, Mumbai, and of other statutory authorities, approved the Scheme of arrangement for merger of SRM Energy Pvt Ltd, a “Spice Energy Group” Company, with the Company. SRM Energy Pvt Ltd will be absorbed by the Company and will consequently loose its identity.

3. Appointed Mr. D Sundararajan as additional director of the Company.

Hitkari Fibres Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on February 12, 2008, inter alia, for considering the following:

1. To consider change in control of the Company in terms of Regulation 12 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

2. To consider alteration to the Objects Clause of the Memorandum of Association of the Company pursuant to Section 17 of the Companies Act, 1956.

3. To consider increase in the authorized capital of the Company.

4. To consider further issue of shares under section 81 (IA) of the Companies Act, 1956.

5. To consider increase in the borrowing limits and / or creation of charge on the assets or otherwise disposal of the assets of the Company.

6. To consider investing in / giving inter corporate loans / deposits guarantees / securities in terms section 372A of the Companies Act, 1956.

7. To sell / lease / mortgage or otherwise dispose of the undertaking of the Company pursuant to Section 293(1)(a) of the Companies Act, 1956.

8. To consider amendment to the Articles of Association of the Company.

9. To consider merger of other entities with the Company.

10. To consider delisting of the securities of the Company from the Delhi Stock Exchange Association Ltd and Ahmedabad Stock Exchange Ltd.

11. To approve notice of the Postal Ballot for the items given above.