Notice pursuant to Section 192A (2) of the Companies Act, 1956:
Your Company has identified areas for expanding the business activities in India andabroad. Till the actual deployment of funds in the various projects, the Company mayinvest it in the capital of other companies/ body corporate by way of subscription and /orpurchase of equity/ equity related securities or preference shares or any other instrumentor it may give loan to other bodies corporate. In the process of business, the Company maygive corporate guarantee to others. The said investments, Inter-corporate Loans andguarantee may exceed the limits set out in Section 372A of the Act, but not exceeding Rs.100 Crores and hence requires prior approval of shareholders by conducting postal ballotunder section 192A of Companies Act, 1956.
Hence the resolution no. 5 mentioned in the notice is proposed for approval ofshareholders by way of conducting postal ballot.
The Board recommends approval of the aforesaid resolutions in the best interest of theCompany.
None of the Directors of the company are interested or concerned in the saidresolution.
Proposed Special Resolution no. 5 and Explanatory Statement stating all material factsand the reasons for the proposal is enclosed with this notice and a Postal Ballot form isenclosed for your consideration. The Company has appointed Komal Deshmukh &Associates, Practicing Company Secretaries as Scrutinizer for conducting the Postal Ballotprocess in a fair and transparent manner.
Please read carefully the instruction printed in the Postal Ballot Form and return theform duly completed in all respects in the enclosed self-addressed envelope so as to reachthe Scrutinizer on or before the close of working hours on 10th October, 2011.
The Scrutinizer will submit her report to the Chairman after completion of the scrutinyand the result of the voting by Postal Ballot will be announced on 13thOctober, 2011 at the corporate office of the Company at 3rd Floor, South WestWing, Cambatta Building, Above Eros Cinema, Churchagate, Mumbai- 400 021 at 11.00 a.m.
| ||By order of the Board of Directors |
| ||Sd/- |
|Place : Mumbai ||Jagdish Kapadia |
|Date : 02nd September 2011 ||Chairman |