TO THE SHAREHOLDERS

NOTICE is hereby given that the 66^th Annual General Meeting of theCompany will be held on Monday the 23rd September, 2013 at 11:00 am at Narada GanaSabha Mini Hall, 254, T.T.K. Road, Chennai - 600 018, to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2013 andthe Statement of Profit and Loss for the year ended on that date, together with the Reportof the Directors and Auditors thereon.

2. To Appoint a Director in place of Shri V. Kirubanandan, who retires by rotation andbeing eligible, offers himself for re-appointment.

3. To Appoint a Director in place of Shri S. Ramakrishnan, who retires by rotation andbeing eligible, offers himself for re-appointment.

4. To consider and if thought fit, to pass with or without modifications, the followingas an Ordinary Resolution:

"RESOLVED THAT M/s. C.A. Patel and Patel, Chartered Accountants, Chennai, retiringauditors of the Company be and are hereby re-appointed as auditors of the Company to holdoffice from the conclusion of this meeting until the conclusion of the next Annual GeneralMeeting on remuneration to be fixed by the Board of Directors of the Company."

SPECIAL BUSINESS

5. To consider and if thought fit, to pass with or without modifications, the followingas a Special Resolution.

"RESOLVED THAT pursuant to the provisions of Sections 2(26), 198, 269, 309 and 310read with Schedule XIII and other applicable provisions, if any, of the Companies Act1956, (including any statutory modification(s) or re-enactment thereof and guidelineissued by central Government from time to time and subject to the necessary approval ifany, the Shareholders of the Company be and is hereby accorded their approval for thepayment of remuneration not exceeding of Rs. 10,00,000 per month to Shri Sanjay Tulsyan,Managing Director of the Company for a period of 5 years with effect from

01.04.2014 as per the terms and conditions, including remuneration as set out in thedraft of the agreement to be entered into by the Company with him, submitted to themeeting, which agreement is hereby specifically sanctioned with liberty to the Board ofDirectors to alter and vary the terms and conditions of the said appointment and/oragreement, so as not to exceed the limits and stipulations specified in Schedule XIII tothe Companies Act, 1956 or any amendments thereto as may be agreed to between the Boardand Shri Sanjay Tulsyan or as may be varied by the General Meeting."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to alter, varyand modify the said terms including salary, allowances and perquisites in such manner asmay be agreed to between the Board and Shri Sanjay Tulsyan within and in accordance withand subject to the limits prescribed in Schedule XIII to the said Act, and if necessary,as may be stipulated by the Central Government as may be agreed to accordingly between theBoard and Shri Sanjay Tulsyan."

"RESOLVED FURTHER THAT in the event of absence or inadequacy of profits inany financial year, Shri Sanjay Tulsyan, shall be paid the same remuneration as statedherein above, as minimum remuneration but subject to the upper limit, if any, prescribedunder Schedule XIII to the Companies Act, 1956 (including any statutory modifications orre-enactment thereof, for the time being in force), as may be applicable from time totime."

"RESOLVED FURTHER THAT Shri Sanjay Agarwalla, Whole-time Director of theCompany be and is hereby authorized to file necessary forms/ returns with the Ministry ofCorporate Affairs and do all other acts/ things in connection therewith to give effect tothe above resolution."

6. To consider and if thought fit, to pass with or without modifications, the followingas a Special Resolution.

"RESOLVED THAT pursuant to the provisions of Sections 2(26), 198, 269, 309and 310 read with Schedule XIII and other applicable provisions, if any, of the CompaniesAct 1956, (including any statutory modification(s) or re-enactment thereof and guidelineissued by central Government from time to time and subject to the necessary approval ifany, the Shareholders of the Company be and is hereby accorded their approval for thepayment of remuneration not exceeding of Rs.10,00,000 per month to Shri LalitkumarTulsyan, Managing Director of the Company and designated as "Executive Chairman"for a period of 5 years with effect from 01.04.2014 as per the terms and conditions,including remuneration as set out in the draft of the agreement to be entered into by theCompany with him, submitted to the meeting, which agreement is hereby specificallysanctioned with liberty to the Board of Directors to alter and vary the terms andconditions of the said appointment and/or agreement, so as not to exceed the limits andstipulations specified in Schedule XIII to the Companies Act, 1956, or any amendmentsthereto as may be agreed to between the Board and Shri Lalitkumar Tulsyan or as may bevaried by the General Meeting."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to alter, varyand modify the said terms including salary, allowances and perquisites in such manner asmay be agreed to between the Board and Shri Lalitkumar Tulsyan within and in accordancewith and subject to the limits prescribed in Schedule XIII to the said Act, and ifnecessary, as may be stipulated by the Central Government as may be agreed to accordinglybetween the Board and Shri Lalitkumar Tulsyan"

"RESOLVED FURTHER THAT in the event of absence or inadequacy of profits inany financial year, Shri Lalitkumar Tulsyan, shall be paid the same remuneration as statedherein above, as minimum remuneration but subject to the upper limit, if any, prescribedunder Schedule XIII to the Companies Act, 1956 (including any statutory modifications orre-enactment thereof, for the time being in force), as may be applicable from time totime."

"RESOLVED FURTHER THAT Shri Sanjay Tulsyan, Managing Director of theCompany be and is hereby authorized to file necessary forms/returns with the Ministry ofCorporate Affairs and do all other acts/ things in connection therewith to give effect tothe above resolution."

7. To consider and if thought fit, to pass with or without modifications, the followingas a Special Resolution.

"RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309 and 310read with Schedule XIII and other applicable provisions, if any, of the Companies Act1956, (including any statutory modification(s) or re-enactment thereof and guidelineissued by central Government from time to time and subject to the necessary approval ifany, the Shareholders of the Company be and is hereby accorded their approval for thepayment of remuneration not exceeding of

Rs. 10,00,000 per month to Shri Sanjay Agarwalla, Whole time Director of theCompany for a period of 5 years with effect from 01.04.2014 as per the termsand conditions, including remuneration as set out in the draft of the agreement to beentered into by the Company with him, submitted to the meeting, which agreement is herebyspecifically sanctioned with liberty to the Board of Directors to alter and vary the termsand conditions of the said appointment and/or agreement, so as not to exceed the limitsand stipulations specified in Schedule XIII to the Companies Act, 1956 or any amendmentsthereto as may be agreed to between the Board and Shri Sanjay Agarwalla or as may bevaried by the General Meeting."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to alter, varyand modify the said terms including salary, allowances and perquisites in such manner asmay be agreed to between the Board and Shri Sanjay Agarwalla within and in accordance withand subject to the limits prescribed in Schedule XIII to the said Act, and if necessary,as may be stipulated by the Central Government as may be agreed to accordingly between theBoard and Shri Sanjay Agarwalla."

"RESOLVED FURTHER THAT in the event of absence or inadequacy of profits inany financial year, Shri Sanjay Agarwalla, shall be paid the same remuneration as statedherein above, as minimum remuneration but subject to the upper limit, if any, prescribedunder Schedule XIII to the Companies Act, 1956 (including any statutory modifications orre-enactment thereof, for the time being in force), as may be applicable from time totime."

"RESOLVED FURTHER THAT Shri Sanjay Tulsyan, Managing Director of theCompany be and is hereby authorized to file necessary forms/returns with the Ministry ofCorporate Affairs and do all other acts/ things in connection therewith to give effect tothe above resolution."