Results of Postal Ballot

Pursuant to Section 192A of the Companies Act, 1956, read with the Companies (passing of the resolution by postal ballot) Rules, 2001, the approval of the shareholders was sought by Postal Ballot for resolution, under Section 293(1)(a) of the Companies Act, 1956, for sale, transfer or otherwise dispose of the undertaking of the Company as specified in the Notice dated 11th October 2008 read with the Explanatory Statement attached thereto. The Postal Ballot Notice was despatched to shareholders of the Company on 17th October 2008 and the last date for receipt of the postal ballot forms, duly completed by the shareholders, was 17th November 2008.

The Board of Directors of the Company vide resolution by circulation dated 11th October 2008 appointed Mr. K V Srinivasan, Practicing Company Secretary as Scrutinizer to conduct the postal ballot voting process in respect of the said Resolution in a fair and transparent manner. The postal ballot forms and the self-addressed business reply envelopes were also send for use of shareholders. The shareholders were requested to return the postal ballot forms duly completed indicating their assent (for) or dissent (against), so as to reach the scrutinizer on or before 17th November 2008. After due scrutiny of postal ballot forms received on close of working hours on 17th November 2008 (being the last date fixed for return of the postal ballot forms duly filled by the shareholders), Mr. K V Srinivasan submitted his Report dated 20th November 2008 as follows:

Resolution 1 :

The votes cast in favour of the Resolution are 99.98% of the total valid votes polled and consequently, the Ordinary Resolution as mentioned in the Notice dated 11th October 2008 has been passed by the requisite majority.