To receive, consider, and adopt the audited Profit and Loss Account for the financial year ended March 31, 2008 and the Balance Sheet as at that date together with the Reports of the Directors and Auditors thereon.

To declare dividend on Preference Shares.

To declare dividend on Equity Shares,

To appoint a Director in place of Mr. Sunil Wadhwani who retires by rotation and being eligible, offers himself for re-appointment.

To appoint a Director in place of Mr. Kunnasagaran Chinniah who retires by rotation and being eligible, offers himself for re-appointment.

To reappoint M/s. B S R & Associates, Chartered Accountants, Mumbai, Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to authorize the Board to fix their remuneration.

To consider and if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to Section 163(1) of the Companies Act, 1956 and other applicable provisions, if any, the Company hereby approves that’ the Register of Members and Index of members of the Company and Register of debenture holders and Index on debenture holders of the Company may be kept at the office of Company’s Registrars and Share Transfer Agent, viz., In time Spectrum Registry Limited, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), MUrnbai -400 078 instead of being kept at the Registered Office of the Company:

To consider and if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution: “RESOLVED THAT in super session of all the Resolution passed in this regard, consent of the Company be and is hereby. accorded, pursuant to Section 293(1)(d) and other applicable provisions, if any, of the Companies Act, 1956, to the Board of Directors of the Company or any committee thereof as may be authorised by the Board in this behalf for borrowing from time to time, any sum or sums of money for the purposes of the Company, upon such terms and conditions and with or without security, in Indian/Foreign currency, as the Board of Directors or any committee thereof as may be authorised by the Board in this behalf may in its discretion think fit, notwithstanding that the money or monies to be so borrowed by the Company (apart from the temporary loans obtained or to be obtained from time to time from the Company’s Bankers in the ordinary course of business) together with the sums already borrowed, may exceed the aggregate of the paid-up capital of the Company and its free reserves that is to say, reserves not set apart for any specific purposes, provided however that the sums so borrowed and remaining outstanding on account of principal shall not, at any time, exceed Rs. 7,500 Crores (Rupees Seven Thousand Five Hundred Crores only),”

consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which expression shall also include a Committee thereof) to create, issue, offer and allot at anytime or from time to time, directly or through a trust, to the Eligible Employees (which expression shall, unless repugnant to the context, mean and include the Employees of the Company and its Subsidiaries and the Directors of the Company and its Subsidiaries, whether whole-time or not), as may be decided solely by the Board, such number of options, in one or more tranches and upon such terms and conditions as may be deemed appropriate by the Board, up to 1,200,000 Stock Options, each option giving the right but not the obligation, to the holder, to subscribe for cash, to one fully paid equity share of Ri;. 5/- each of the Company, in terms of the Edelweiss Employees Stock Incentive Plan, 2008 (‘Plan 2008’)

consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which expression shall also include a Committee thereof) to create; issue; offer and allot at anytime or from time to time, directly or through a trust, for and on behalf of and at the request of its subsidiaries, to Subsidiary Companies Employees (which expression shall, unless repugnant to the context. ‘mean end include the permanent employees and Directors, whether whole time or not, of the subsidiary companies) as may be decided solely by the Board, such number of options, in one or more tranches and upon such terms and condition as may be deemed appropriate by the Board, up to 1,200,000 Stock Options, each option giving the right but not the obligation, to the holder, to subscribe for cash, to one fully paid equity share of Rs. 5/- each of the Company, in terms of the Edelweiss Employees Stock Incentive Plan, 2008.

To receive; consider and adopt the audited Balance Sheet as at March 31, 2008 and the Profit and Loss Account of the Company for the year ended on that date together with the Reports of the Directors and the Auditors.

To confirm interim dividends of Re. 0.135, Re.0.15 and Re.0.37 per equity share of Re. 1 each, declared for the Financial Year ended March 31 , 2008.

To appoint a Director in place of Mr. Nikhil Khattau, who retires by rotation, and being eligible, offers himself for re-appointment.

To appoint a Director in place of Mr. Jacob Kurian, who retires by rotation, and being eligible, offers himself for re-appointment.

To appoint a Director in place of Ms. Hema Ravichandar, who retires by rotation, and being eligible, offers herself .for reappointment.

To appoint M/s. Price Waterhouse, Chartered Accountants, as Statutory Auditors and fix their remuneration for the financial year ending March 31,2009.

To receive, consider and adopt the audited Balance Sheet as at March 31, 2008, the Profit & Loss Account and the Cash Flow Statement for the year ended March 31, 2008 and the Reports of the Directors’ and the Auditors thereon.

To declare a dividend on equity shares.

To appoint a Director in place of Mr. Dimitris Tsitsiragos, who retires by rotation and being eligible, offers himself for reappointment.

To appoint a Director in place of Dr. Omkar Goswami. who retires by rotation and being eligible, offers himself for reappointment.

To appoint a Director in place of Mr. Shardul Shroff, who retires by rotation and being eligible, offers himself for reappointment.

To consider, and if thought fit. to pass with or without modification(s), the following as a Special Resolution:- “RESOLVED THAT pursuant to the provisions of Sections 224, 224A and other applicable provisions, if any, of the Companies Act. 1956, Miss. Deloitte Haskins & Sells, Chartered Accountants, be and are hereby appointed as the Auditors of the Company to hold office from the conclusion of this Annual General Meeting up to the conclusion of the next Annual General Meeting of the Company, on a remuneration to be fixed by the Board of Directors of the Company, based on the recommendation of the Audit Committee. in addition to reimbursement of all out-of-pocket expenses in connection with the audit of the accounts of the Company for the year ending March 31, 2009:’

Appointment of Mr. Arun Ramanathan as a Director

Appointment of Mr. Abdul Rahim Abu Baker as a Director

Payment of Commission to Non-executive Directors

Increase In the remuneration payable to Managing Director & CEO.

Increase in limit for issuance of shares under ESOS from 2% to 5%

Inter-se transfer / sell of shares held in subsidiary companies

Alteration in the Articles of Association of the Company

Issue of Securities

To receive, consider and adopt the audited Profit and Loss Account for the financial year ended on March 31, 2008, the Balance Sheet as at that date together with the reports of the Board of Directors and Auditors, thereon.

To declare dividend.

To appoint a Director in place of Mrs. A. R. Aga who retires by rotation and being eligible, offers herself for re-appointment.

To appoint a Director in place of Mr. Tapan Mitra who retires by rotation and being eligible, offers himself for re-appointment.

To appoint Auditors to hold office from the conclusion of this Annual General Meeting up to the conclusion of the next Annual General Meeting and to authorize the Board of Directors to fix their remuneration.

To consider, and if thought fit, pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Dr. Raghunath A. Mashelkar who was appointed as an Additional Director at the Meeting of the Board of Directors held on January 29, 2008 and who holds office under Section 260 of the Companies Act, 1956 (the Act) up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 257 of the Act, proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

To consider, and if thought fit, pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT subject to the approval of the Central Government and pursuant to the provisions of Section 309(4), 310 and other applicable provisions, if any, of the Companies Act, 1956, (the Act) the Company hereby accords its consent to the payment of remuneration to Non-executive Directors of the Company or any of them [other than the Managing Director / Whole-time Director(s)] by way of commission, as the Board may decide from time to time, for a period of five years commencing with the financial year 2008-09, not exceeding in the aggregate of 1% of the net profits of the Company calculated in accordance with the provisions of the Act. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all such steps as may be considered necessary, desirable or expedient for giving effect to this resolution.”

To receive, consider and adopt the audited Profit and Loss Account for the financial year ended March 31, 2008 and Balance Sheet as at that date together with the Reports of the Directors and the Auditors.

To declare dividend on Preference Shares.

To declare dividend on Equity Shares,

To appoint a director in place of Mr. Sridar Iyengar, who retires by rotation and, being eligible, offers himself for re-appointment.

To appoint a director in place of Mr. T. S. Vijayan, who retires by rotation and, being eligible, offers himself for re-appointment.

To appoint a director in place of Mr. Lakshmi N. Mittal, who retires by rotation and, being eligible, offers himself for re-appointment.

To appoint a director in place of Mr. Narendra Murkumbi, who retires by rotation and, being eligible, offers himself for re-appointment.

that BSR & Co., Chartered Accountants, be appointed as statutory auditors of the Company, to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting of the Company, on a remuneration to be fixed by the Board of Directors of the Company

that the Board of Directors of the Company be and is hereby authorized to appoint branch auditors, as and when required, in consultation with the statutory auditors, to audit the accounts in respect of the Company’s branches/offices in India and abroad and to fix their terms and conditions of appointment and remuneration

that Mr. Sonjoy Chatterjee be and is hereby appointed a Director of the Company

that Mr. Sonjoy Chatterjee be and is hereby appointed as a whole time Director of the Company, effective October 22, 2007 up to October 21, 2012, on payment of the following remuneration:

To receive, consider, approve and adopt the audited Balance Sheet as at March 31, 2008, Profit and Loss Account for the year ended on that date and reports of Directors and Auditors.

To declare dividend for the year ended March 31, 2008.

To appoint a Director in place of Dr. K. U. Made, who retires by rotation and is eligible for re-appointment.

To appoint a Director in place of Mr. R. A. Shah, who retires by rotation and is eligible for re-appointment.

To appoint auditors to hold office from the conclusion of the Twenty Sixth

Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

To consider and if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution: “RESOLVED THAT in addition to all the previous resolutions passed in this behalf, consent and approval of the Company be and is hereby accorded in terms of Section 293(1)(a) and other applicable provisions, if any, of the Companies Act, 1956 for mortgaging and/or charging by the Board of Directors (hereinafter referred to as “the Board” which term shall include any Committee there of or the time being exercising the powers conferred on the Board by this resolution) of all the immovable and/or movable properties of the Company, wheresoever situate, both present and future and/or the whole or substantially the whole of the undertaking(s) of the Company to or in favour of any public or private financial institutions, banks, mutual funds, bodies corporate or any other person whomsoever participating in extending financial assistance, to secure any term loans, working capital facilities, debentures or any other type of financial assistance, not exceeding Rs.500 crore (Rupees five hundred crore only) lent and advanced/to be lent and advanced by them, together with interest, compound interest, additional interest, liquidated damages, premia on prepayment or on redemption, costs, charges or expenses or monies payable by the Company to them under loan agreements/letters of sanction/debenture trust deed, etc. RESOLVED FURTHER THAT the securities to be created by the Company as aforesaid may rank pari passu with the mortgages and/or charges already created or to be created in future by the Company or in such other manner and ranking as may be thought expedient by the Board and as may be agreed to amongst the concerned parties. RESOLVED FURTHER THAT the Board be and is hereby authorised to finalize and execute any and all agreements and documents, necessary for creating mortgages and/or charges as aforesaid and to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for implementing this resolution and to resolve any question or doubt relating thereto, or otherwise considered by the Board to be in the best interests of the Company.”

To receive and adopt the audited Balance Sheet as at 31st March, 2008 and the Profit and Loss Account for the year ended on that date and the Reports of the Directors and the Auditors thereon.

To declare a dividend on Ordinary (Equity) Shares.

To appoint a Director in place of Mr. Anand G. Mahindra who retires by rotation and, being eligible, offers himself for re-election.

To appoint a Director in place of Mr. A. K. Nanda who retires by rotation and, being eligible, offers himself for re-election.

To appoint a Director in place of Mr. Nadir B. Godrej who retires by rotation and, being eligible, offers himself for re-election.

To appoint a Director in place of Mr. M. M. Uruapan who retires by rotation and, being eligible, offers himself for re-election.

To appoint Messrs. Deloitte Haskins & Sells, Chartered Accountants, the retiring Auditors of the Company, as Auditors, .who shall hold office from the conclusion of this Annual General Meeting, until the conclusion of the next Annual General Meeting of the Company and to fix their remuneration.

To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2008, Profit & Loss Account and Cash Flow Statement for the year ended on that date along with necessary annexure and the Reports of the Directors and Auditors thereon.

To declare a dividend.

To appoint a Director in place of Mr. Yagneshkumar B. Desai, who retires by rotation and being eligible, offers himself for reappointment.

To appoint a Director in place of Mr. Sanjay S. Majmudar, who retires by rotation and being eligible, offers himself for reappointment.

To appoint Mis. Deloitte Haskins & Sells, Chartered Accountants as Statutory Auditors of the Company, who shall hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT in conformity with the provisions of Article No. 138 of the Articles of Association of the Company and pursuant to the provisions of Section 309 (4) of the Companies Act, 1956, the authority be and is hereby accorded for the payment of commission to such Non-Executive Director(s) of the Company (Other than the Chairman & Managing Director, Managing Director and / or Whole Time Director) may be determined by the Board of Directors for each Non-Executive Director for each financial year ending on 31st March, 2009 up to and including financial year of the Company ending on 31 st March, 2013 to be calculated in accordance with the provisions of Section 349 and 350 of the Companies Act, 1956 and distributed between such Non-Executive Director(s) and in such a manner as the Board of Directors may from time to time determine within the maximum limit of one per cent of net profits of the Company, subject to maximum of Rs.15.00 lacs (Rupees Fifteen Lacs only) in aggregate, in addition to the sitting fees being paid by the Company to all the Non-Executive Directors for attending the Board / Committee Meetings of the Company.”

Receive, consider and adopt the audited Balance Sheet as at March 31, 2008 and the Profit and Loss Account for the year ended on that date and the Reports of the Directors and Auditors thereon.

To confirm the payment of Interim Dividend and to declare a Final Dividend on equity shares.

Re-appointment of Auditors and fix their remuneration RESOLVED that M/s. BSR & Co. be and is hereby reappointed as Auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company at remuneration to be decided by the Audit Committee of the Board in consultation with the Auditors, which fee may be paid on a progressive billing basis to be agreed between the Auditor and the Audit Committee of the Board or such other officer of the Company as may be approved by the Board/Committee.

Appoint a Director in place of Dr Ashok S Ganguly who retires by rotation and being eligible, offers himself for reappointment.

Appoint a Director in place of Mr P M Sinha who retires by rotation and being eligible, offers himself for reappointment.

Appointment of Mr Suresh C Senapaty as Director of the Company and payment of remuneration

Appointment of Mr Girish S Paranjpe as Director of the Company and payment of remuneration.

Appointment of Mr Suresh Vaswani as Director of the Company and payment of remuneration

Amendment to Articles of Association for increase in the number of directors

To consider and adopt the Accounts of the Company for the financial year ended 31st March, 2008, the Balance Sheet as at that date and the Reports of the Directors and Auditors thereon.

To declare a dividend for the financial year ended 31st March, 2008.

To elect Directors in place of those retiring by rotation.

To appoint Auditors and to fix their remuneration. In this connection, to consider and, if thought fit, to pass the following resolution which will be proposed as a Special Resolution:- “Resolved that Messrs. A. F. Ferguson & Co., Chartered Accountants, be and are hereby appointed as the Auditors of the Company to hold such office until the conclusion of the next Annual General Meeting to conduct the audit at a remuneration of Rs. 125,00,0001- payable in one or more installments plus service tax as applicable, and reimbursement of out-of-pocket expenses incurred.”

To consider and, if thought fit, to pass, with or without modification, the following resolution which will be proposed as an Ordinary Resolution:- “Resolved that Mr. Ani! Baijal be and is hereby appointed a Director of the Company, liable to retire by rotation, for a period of five years from the date of this Meeting, or till such earlier date upon withdrawal by the recommending Institution or to conform with the policy on retirement as may be determined by the Board of Directors of the Company and 1or by any applicable statutes, rules, regulations or guidelines.”

To consider and, if thought fit, to pass, with or without modification, the following resolution which will be proposed as an Ordinary Resolution:- “Resolved that Mr. Dinesh Kumar Mehrotra be and is hereby appointed a Director of the Company, liable to retire by rotation, for a period of five years from the date of this Meeting, or till such earlier date upon withdrawal by the recommending Institution or to conform with the policy on retirement as may be determined by the Board of Directors of the Company and 1or by any applicable statutes, rules, regulations or guidelines.”

To consider and, if thought fit, to pass, with or without modification, the following resolution which will be proposed as an Ordinary Resolution:- “Resolved that Dr. Ravinder Kumar Kaul be and is hereby appointed a Director of the Company, liable to retire by rotation, for a period of five years from the date of this Meeting, or till such earlier date upon withdrawal by’ the recommending Institution or to conform with the policy on retirement as may be determined by the Board of Directors of the Company and / or by any applicable statutes, rules, regulations or guidelines.”

To consider and, if thought fit, to pass, with or without modification, the following resolution which will be proposed as an Ordinary Resolution:- “Resolved that Mr. Sunil Behari Mathur be and is hereby appointed a Director of the Company, liable to retire by rotation, for a period of five years from the date of this Meeting, or till such earlier date to conform with the policy on retirement as may be determined by the Board of Directors of the Company and /or by any applicable statutes, rules, regulations or guidelines

To consider and, if thought fit, to pass, with or without modification, the following resolution which will be proposed as an Ordinary Resolution:- “Resolved that Mr. Pillappakkam Bahukutumbi Ramanujam be and is hereby appointed a Director of the Company, liable to retire by rotation, for a period of five years from the date of this Meeting, or till such earlier date to conform with the policy on retirement as may be determined by the Board of Directors of the Company and / or by any applicable statutes, rules, regulations or guidelines.”

To consider and, if thought fit, to pass, with or without modification, the following resolution which will be proposed as an Ordinary Resolution:- “Resolved that Mr. Hugo Geoffrey Powell be and is hereby appointed a Director of the Company, liable to retire by rotation, for a period of five years from the date of this Meeting, or till such earlier date to conform with the policy on retirement as may be determined by the Board of Directors of the Company and /or by any applicable statutes, rules, regulations or guidelines.”

To consider and, if thought fit, to pass, with or without modification, the following resolution which will be proposed as an Ordinary Resolution:- “Resolved that Dr. Basudeb Sen be and is hereby re-appointed a Director of the Company, liable to retire by rotation, for a period of five years with effect from 27th August, 2008, or till such earlier date to conform with the policy on retirement as may be determined by the Board of Directors of the Company and /or by any applicable statutes, rules, regulations or guidelines.”

To consider and, if thought fit, to pass, with or without modification, the following resolution which will be proposed as an Ordinary Resolution:- “Resolved that Mr. Balakrishnan Vijayaraghavan be and is hereby re-appointed a Director of the Company, liable to retire by rotation, for a period of five years with effect from 27th August, 2008, or till such earlier date to conform with the policy on retirement as may be determined by the Board of Directors of the Company and / or by any applicable statutes, rules, regulations or guidelines

To consider and, if thought fit, to pass, with or without modification, the following resolution which will be proposed as an Ordinary Resolution:- “Resolved that, in accordance with the applicable provisions of the Companies Act, 1956, or any amendment or re-enactment thereof, consent be and is hereby accorded to modification in the terms of remuneration paid or payable to the Whole time Directors of the Company with effect from 1st October, 2007, as set out in the Explanatory Statement annexed to the Notice convening this Meeting

To consider and, if thought fit, to pass the following resolution which will be proposed as a Special Resolution:- “Resolved that, subject to such approvals as may be necessary, the Directors of the Company other than the Whole time Directors be paid annually, for a period not exceeding five years, for each of the financial years of the Company commencing from 1st April, 2008, commission not exceeding one per cent of the net profits of the Company, as provided under Section 309(4) of the Companies Act, 1956 (‘the Act’), and computed in the manner referred to in Section 198(1) of the Act, or any amendment or re-enactment thereof, in addition to the fee for attending the meetings of the Board of Directors of the Company (‘the Board’) or any Committee thereof, to be divided amongst the Directors aforesaid in such manner as the Board may from time to time determine and in default of such determination equally, provided that none of the Directors aforesaid shall receive individually commission exceeding Rs. 6,00,000/- in a financial year.”

Issue of Equity Shares on a preferential basis

“RESOLVED THAT pursuant to the provisions of Section 372A and other applicable provisions, if any, of the Companies Act, 1956, including any statutory modification or re-enactment thereof for the time being in force, and such other approvals as may be required in that behalf, the Company hereby authorizes the Board of Directors (hereinafter referred to as “the Board” which includes any Committee constituted or authorised by the Board in this regard) : • to make loans from time to time on such terms and conditions as it may deem expedient to any body corporate • to give on behalf of any body corporate, any guarantee, or provide security in connection with a loan made by any other person to, or to any other person by any body corporate and • acquire by way of subscription, purchase or otherwise the securities of any other body corporate in excess of the limits prescribed under Section 372A of the Companies Act, 1956 up to an aggregate sum of Rs. 6000 crores (Rupees Six Thousand Crores only), notwithstanding that the aggregate of loans and investments so far made, the amounts for which guarantee or security so far provided to, along with the investments, loans, guarantee or security proposed to be made or given by the Board may exceed sixty percent of its paid up capital and free reserves, or hundred percent of its free reserves, whichever is more.

According to Section 372A of the Companies Act, 1956, the Board of Directors of a Company can make any loan, investment or give guarantee or provide any security beyond the prescribed ceiling of : 1. Sixty percent of the aggregate of the paid up capital and free reserves or, 2. Hundred per cent of its free reserves, whichever is more, if Special Resolution is passed by the shareholders of the Company.

To receive, consider and adopt the Audited Profit and Loss Account for the year ended March 31, 2008 and Balance Sheet as at that date together with the Reports of the Directors and the Auditors thereon.

To declare a dividend on Ordinary Shares.

To appoint a Director in place of Mr. Ratan N Tata, who retires by rotation and is eligible for re-appointment.

To appoint a Director in place of Mr. R. Gopalakrishnan, who retires by rotation and is eligible for re-appointment.

To appoint Auditors and fix their remuneration.

Appointment of Dr. R. A. Mashelkar as a Director.

Commission to non-Whole-time Directors.

Revision in the terms of remuneration of Mr. Ravi Kant, Managing Director.

To receive and adopt the Directors’ Report and Audited Profit and Loss Account for the year ended March 31, 2008 and the Balance Sheet as at that date.

To declare final dividend on equity shares and to ratify the interim dividend declared by the Board of Directors.

To appoint a Director in place of Mr. Mark Levett, who retires by rotation and being eligible offers himself for re-appointment.

To appoint a Director in place of Mr. Venu Srinivasan, who retires by rotation and being eligible offers himself for re-appointment.

To appoint a Director in place of Mr. Glyn Price, who retires by rotation and being eligible offers himself for re-appointment.

To appoint Auditors to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting.

To consider and if thought fit to pass with or without modifications, the following resolution as an Ordinary Resolution: RESOLVED that pursuant to Section 269 read with ScheduleXIll and other replicable provisions of the Companies Act, 1956, Mr. Anant J. Talaulicar be and is hereby re-appointed as Managing Director of the Company for a period of five years from April 25, 2008 to April 24, 2013, on Such terms as set out in the Explanatory Statement attached to the Notice convening this Annual General Meeting.

To receive, consider and adopt the Audited Balance Sheet as at March 31, 2008, the Profit & Loss Account of the Company for the financial year ended on that date and the Reports of the Auditors and Directors thereon.

To declare dividend on equity shares for the financial year ended March 31, 2008.

To appoint a Director in place of Mr. Ashok Kurien, who retires by rotation, and being eligible, offers himself for re-appointment.

To appoint a Director in place of Mr. Rajan Jetley, who retires by rotation, and being eligible, offers himself for re-appointment.

To appoint a Director in place of Sir Gulam Noon, who retires by rotation, and being eligible, offers himself for re-appointment.

To appoint M/s. MGB & Co., Chartered Accountants, Mumbai as Auditors of the Company to hold such office from the conclusion of this meeting until the conclusion of the next Annual General Meeting at a remuneration to be determined by the Board of Directors of the Company.

To consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution. “Resolved that Prof. R. Vaidyanathan be and is hereby appointed a Director of the Company whose period of office shall be liable to determination by retirement of Directors by rotation.”

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 31 and other applicable provisions, if any, of the Companies Act, 1956 (including any amendment or re-enactment thereof), the Articles of Association of the Company be and is hereby altered by substituting existing Article 71 with the following: Article 71. Until otherwise determined by a General Meeting the number of Directors shall not be less than three and not more than twelve.” The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, July 19, 2008 to Wednesday, July 23, 2008 (both days inclusive). Share Transfers received in order at the Registered Office of the Company or at the office of the Registrars of the Company, by 5.30 p.m. on July 18, 2008, will be processed for payment of equity dividend, if declared, to the transferees or their mandates Dividend, if approved by Members at the ensuing Annual General Meeting, will be paid to all those shareholders whose name appear in the Register of Members of the Company, after giving effect to all valid share transfers in physical form lodged with the Company or its Registrars on or before July 18, 2008 and in the list of beneficial owners furnished by National Securities Depository Limited (NSDL) and/or Central Depository Services (India) Limited, (CDSL) in respect of shares held in electronic form, as at the end of the business on July 18, 2008.

To consider and adopt the audited Profit and Loss Account of the Company for the year ended on March 31, 2008 and the Balance Sheet as at that date together with the report of the Auditors and Directors thereon.

To declare dividend on equity shares for the financial year ended March 31, 2008

To appoint Director in place of Mr. Subhash Chandra, who retires by rotation and being eligible offers himself for re-appointment.

To appoint Director in place of Mr. Naresh Kumar Bajaj, who retires by rotation and being eligible offers himself for re-appointment.

To appoint M/s. MGB & Co., Chartered Accountants, Mumbai, as the Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting, at remuneration to be determined by the Board of Directors of the Company.

To consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution. “Resolved that Mr. V. V. Ranganathan who was appointed by the Board of Directors as an Additional Director of the Company with effect from April 8, 2008 and who holds office upto the date of this Annual General Meeting in terms of Section 260 of the Companies Act, 1956 and in respect of whom the Company has received a notice in writing from a Member under Section 257 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company, liable to retire by rotation.”

To consider and if thought fit, to pass, with or without modification, the following resolution as a Special Resolution. “Resolved that in accordance with the applicable provisions of the Companies Act, 1956, the Securities Contracts (Regulation) Act, 1956, the Listing Agreement(s) with the Stock Exchange(s) and pursuant to the provisions of the Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003 or any amendment, reenactment or modification thereof and subject to such other approvals, permissions and sanctions as may be necessary, and such other conditions and modifications as may be prescribed or imposed by any authority while granting such approvals, permissions or sanctions, which may be agreed to by the Board of Directors of the Company (‘the Board’) or any Committee / person(s) authorised by the Board, consent be and is hereby accorded to delist the Equity Shares of the Company from the Calcutta Stock Exchange Association Limited (CSE).”

To consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution. “Resolved that in accordance with the provisions of Section 16, 94 and other applicable provisions, if any, of the Companies Act, 1956, the Authorised Capital of the Company be and is hereby increased from Rs. 30,00,00,000/- (Rupees Thirty Crores Only) divided into 29,00,00,000 (Twenty Nine Crores) Equity Shares of Re. 1/- (Rupee One) each and 1,00,00,000 (One Crore) Preference Shares of Re. 1/- (Rupee One) each to Rs. 50,00,00,000/- (Rupees Fifty Crores only) divided into 49,00,00,000 (Forty Nine Crores) Equity Shares of Re. 1/- (Rupee One) each and 1,00,00,000 (One Crore) Preference Shares of Re. 1/- (Rupee One) each and in consequence thereof the existing Clause V of the Memorandum of Association of the Company relating to share capital be substituted by the following clause : 21 V. “The Authorised Share Capital of the Company is Rs. 50,00,00,000/- (Rupees Fifty Crores Only) divided into 49,00,00,000 (Forty Nine Crores) Equity Shares of Re. 1/- (Rupees One) each and 1,00,00,000 (One Crore) Preference Shares of Re. 1/- (Rupee One) each with the power to increase or decrease, consolidate or subdivide the shares under the powers of the Companies Act, 1956.”

To discuss, approve and adopt the Balance Sheet of the Bank as at 31st March 2008; Profit and Loss Account of the Bank for the year ended 31st March 2008, the Report of the Board of Directors or the working and activities of the Bank for the period covered by the Accounts and the Auditors’ Report on the Balance Sheet and Accounts.

To declare final dividend on equity Shares of the Bank for the Financial Year 2007-2008.

To elect three Directors among the shareholders of the Bank other than the Central Government, in terms of Sec.9(3){i) of the Banking Companies {Acquisition & Transfer of Undertakings) Act 1980(herein after referred to as the “Act) read with The Banking Regulation Act, 1949and Nationalized Banks (Management & Miscellaneous Provisions) Scheme 1980 (herein after referred to as the “Scheme”) and Vijayan Bank (Shares & Meetings) Regulations, 2003 (herein after referred to as the “Regulations”) made pursuant to Sec.19 of the Act and pass the following resolution:-

To receive, consider and adopt the Audited Profit and Loss Account for the year ended March 31, 2008, the Balance Sheet as at that date, the Auditors’ Report thereon and the Directors’ Report;

To declare a dividend on equity shares;

To appoint a Director in place of Mr. Nadir Godrej, who retires by rotation and being eligible, offers himself for reappointment.

To appoint a Director in place of Mr. Hogshead Press who retires by rotation and being eligible, offers himself for reappointment;

To appoint Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, and to authorise the Board of Directors of the Company to fix their remuneration. M/s. Kalyaniwalla & Mistry, Chartered Accountants, the retiring Auditors, are eligible for reappointment.

To consider, and if thought fit, to pass with or without modification’s) the following resolution as an Ordinary Resolution : RESOLVED that subject to the provisions of Section 257 and other applicable provisions of the Companies Act 1956, if any, Mr. A Mahindra, who has been appointed as an Additional Director of the Company by the Board of Directors with effect from June 18, 2008 and whose term expires at this Annual General Meeting and in respect of whom the Company has received a Notice under Section 257 of the Companies Act, 1956 along with a deposit of Rs.500/- from a Member proposing his candidature for the off cue of a Director, be and is hereby appointed as a Director of the Company.

To consider, and if thought fit, to pass with or without modification’s) the following resolution as an Ordinary Resolution : RESOLVED that subject to the provisions of Section 257 and other applicable provisions of the Companies Act 1956, if any, Dr. Omkar, Goswami, who has been appointed as an Additional Director of the Company by the Board of Directors with effect from June 18, 2008 and whose term expires at this Annual General Meeting and in respect of whom the Company has received a Notice under Section 257 of the Companies Act, 1956 along with a deposit of Rs.500/- from a Member proposing his candidature for the off cue of a Director, be and is hereby appointed as a Director of the Company.

To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2008 and the Profit & Loss Account for the year ended on that date’ and the Reports of the Directors and Auditors thereon.

To declare a Dividend.

To appoint a Director in place of Mr. S. D. Konkani who retires by rotation and being eligible offers himself for reappointment.

To appoint a Director in place of Mr. G. D. Kamat who retires by rotation and being eligible offers himself for re-appointment.

“RESOLVED that subject to the provisions of Section 224 and other applicable provisions, if any, of the Companies Act. 1956, Mis. Deloitte Haskins & Sells, Chartered Accountants, be and are hereby appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting upto the conclusion of the next Annual General Meeting of the Company, in place of the retiring auditors Mis. S.J. Thaly & Co., Chartered Accountants, to examine and audit the accounts of the Company for the financial year 2008-09, at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors.”

the remuneration of Mr. P. K. Mukherjee, Managing Director, be and is re-fixed With base salary of RS.3,70,000/-permonth, effective from 1st April, 2008 for the unexpired period of his Contract upto 31st March, 2009, in the revised scale of Rs.1,50,OOO/·’ to Rs.5,00,000/-, with corresponding increase in benefits, with a liberty to the Board of Directors to alter and vary such terms and conditions including remuneration so as not to exceed the limits specified in Part I, i.e. in case of profit, and Part II, i.e. in case of inadequacy of profit, of Schedule XIII to the Companies Act, 1956 or any amendments thereto as may be agreed to by the Board of Directors and Mr. P. K. Mukherjee.”

“RESOLVED that Mr. Kuldip Kumar Kaura, who was appointed as an Additional Director by the Board of Directors at their meeting held on 30th October. 2007 and who ceases to hold office at this Annual General Meeting pursuant to Section 260 of the Companies Act, 1956 and who is eligible for appointment and in respect of whom the Company has received a notice under Section 257 of the Companies Act, 1956 from a member proposing his candidature for the office of a director, be and is hereby appointed as a Director of the Company liable to retire by rotation.”

“RESOLVED that Mr. Din Dayal Jalan, who was appointed as an Additional Director by the Board of Directors at their meeting held on 30th October, 2007 and who ceases to hold office at this Annual General Meeting pursuant to Section 260 of the Companies Act, 1956 and who is eligible for appointment and in respect of whom the Company has received a notice under Section 257 of the Companies Act, 1956 from a member proposing his candidature for the office of a director, be and is hereby 3ppointed as a Director of the Company liable to retire by rotation.”

RESOLVED that Mr. Akhilesh Joshi, who was appointed as an Additional Director by the Board of Directors at their meeting held on 30th October, 2007 and who ceases to hold office’ at this Annual General Meeting pursuant to Section 260 of the Companies Act, 1956 and who is eligible for appointment and in respect of whom the Company has received a notice under Section 257 of the Companies Act, 1956 from a member proposing his candidature for the office of a director, be and is hereby appointed as a Director of the Company liable to retire by rotation.”

To receive, consider and adopt the Balance Sheet as at 31st March 2008 and the Profit and Loss Account for the year ended on that date and the Report of the Board of Directors and Auditors thereon.

To declare dividend for the financial year ended 31st March 2008.

To appoint a Director in place of Mr. Bharat N. Doshi, who retires by rotation and being eligible, offers himself for re-appointment.

To appoint a Director in place of Hon. Akash Paul, who retires by rotation and being eligible, offers himself for re-appointment.

To appoint a Director in place of Mr. Arun Seth, who retires by rotation and being eligible, offers himself for re-appointment.

To appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, as Auditors, who shall hold office from the conclusion of this Annual General Meeting, until the conclusion of the next Annual General Meeting of the Company and to fix their remuneration.

To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution: RESOLVED that pursuant to section 293(1)(e) of the Companies Act, 1956 and subject to such approvals, if any, as may be required, the Board of Directors of the Company be and is hereby authorised to contribute to Mahindra Education Foundation, any amount which may exceed the limits specified in that section but not exceeding Rs. 250 Million in addition to the amount which is one percent of net profits of the Company to charitable and other funds, not directly relating to the business of the company or welfare of the employees.

To receive, consider and adopt the audited Balance Sheet as at March 31, 2008 and the Profit ·& loss Account for the financial year ended on that date along with Auditors’ and Directors’ Report thereon.

To declare dividend;

To appoint Director in place of Dr~ Naresh Kumar Trehan who retires by rotation and being eligible offers himself for re-appointment.

To appoint Director in place of Mr; luv Chhabra who retires by rotation and being eligible offers himself for ~ appointment.

To appoint M1s.S;R. Batliboi & Co., Chartered Accountants, as Statutory Auditors of the Company and, fix their remuneration and for this purpose- to consider and; if thought fit; to pass with’ or without modification(s), the’ following resolution as an Ordinary Resolution:- RESOLVED THAT Mls. S.R. Batliboi & Co., Chartered Accountants, be and are hereby re-appointed as Auditors of the Company to hold office until the conclusion of next Annual General Meeting at a remuneration to be fixed by the Board of Directors.”

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution “RESOLVED that pursuant to the provisions of section 257 of ‘he Companies Act, 1956, and all other applicable provisions. if any, Mr. Niter Mahan, who was appointed as additional director pursuant to section 260 of the Companies Act, 1956, be and is hereby appointed as Director of the Company, ,whose period of office shall be liable to determination by retirement of Directors by rotation;”

To consider and if thought fit. to pass with or without modification(s), the following resolution as an Ordinary Resolution- RESOLVED that pursuant to the provisions of section 257 of the Companies Act, 1956. and all other applicable provisions, if Mr. Maher Karin Singh, who was appointed as additional Director pursuant to section 260 of the Companies Act, 1956, is hereby appointed as Director of the Company, whose period of office shall be liable to determination by retirement of Directors by rotation.”

the Company hereby, approves the re-appointment of, Mr. Atoll Punt as Executive Chairman of the Company July 1. 2008 for a period of five years, to retire by rotation.” “RESOLVED FURTHER that Mr. Atoll Punt shall receive remuneration on the following terns and conditions:

To discuss, approve and adopt the Balance Sheet of the Bank as at 31 st March, 2008. Profit & Loss Account for the year ended 31 st March, 2008, the Report of the Board of Directors on the working and activities of the Bank for the period covered by the accounts and the Auditor’s report on the Balance Sheet and Accounts

To declare Dividend for the year 2007-08.

To receive, consider and adopt the audited Balance Sheet of the. Company as at March 1, 2008, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date and the report of the Board of directors and Auditors thereon.

To appoint a director in place of Mr. Basher Crime, who retires by rotation and being eligible offers himself for re-appointment.

To appoint a director in place of Ms. Chua Sock Kong, who retires by rotation and being eligible offers herself for re-appointment.

To appoint a director in place of Mr. Rajan BHARTI Mittal, who retires by rotation and being eligible offers himself for re-appointment.

To appoint a director in place of Mr. Rakish BHARTI Mittal, who retires by rotation and being eligible offers himself for re-appointment.

To appoint M/s. S. R. Batliboi & Associates, Chartered Accountants, Gurgaon, as statutory auditors of the Company to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting and to authorize the Board of directors/audit committee to fix their rheum nation.

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “Resolved that Mr. Mauro Sent Nelly, be and is hereby appointed as director of the Company, liable to retire by rotation.”

To receive, consider and adopt the audited Profit and Loss Account for the year ended 31st March, 2008 and the Balance Sheet as at that date together with the Reports of the Directors and Auditors thereon.

To declare Dividend.

To appoint a Director in place of Mr. K. Kennan who retires by rotation and being eligible, offers himself for re-appointment.

To appoint Auditors to hold office till the conclusion of the next Annual General Meeting and fix their remuneration.

To receive, consider and adopt the audited Balance Sheet as at 31 st March, 2008, Profit & Loss Account and Cash Flow statement for the year ended on that date and the Reports of Directors and Auditors thereon.

To declare dividend on Equity Shares for the Financial Year ended 31st March, 2008.

To appoint a Director in place of Sri Alike Mukherjee who retires by rotation and being eligible offers himself for reappointment.

To appoint a Director in place of Sri Abkhaz Sen who retires by rotation and being eligible offers himself for reappointment.

To appoint Auditors and authorise the Board of Directors to fix their remuneration.

To consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT the approval of the shareholders of the Company under Section 31 and such other provisions of the Companies Act, 1956 as may be applicable, be and is hereby accorded to substitution of the existing Articles of Association of the Company with the draft Regulations placed before this meeting (hereinafter referred to as the ‘New Regulations’) duly initialed by the Chairman, and the New Regulations be and are hereby approved and adopted as the Articles of Association of the Company.”

To receive, consider and adopt the audited Balance Sheet as at 11 March, 2008 and the Profit and Loss Account for the year ended 31 March, 2008 and the Reports of the Directors and the Auditors of the Company.

To declare dividend on Equity Shares for the year ended 31 March, 2008.

To appoint a Director in place of Mr. BEVY. Baraga who retires from office by rotation, and being eligible, offers himself for re-appointment.

To appoint a Director in place of Mr. Kumar Mangle Birla, who retires from office by rotation and being eligible, offers himself for re-appointment.

To appoint a Director in place of Mr. MR.. Pâté, who retires from office by rotation, and being eligible, offers himself for re-appointment.

To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions relating to the appointment of Auditors of the Company:

revision in the terms of remuneration of Mr. Calendar K. Jain,

revision in the terms of remuneration of Mr. DID. Rather,

That the existing Article 63(1) be and is hereby deleted and substituted by the following “Article No. 63(1) — Buy Back of Shares”

To consider and adopt the Profit and Loss Account for the year ended 31 March, 2008, and the Balance Sheet as at that date together with the report of the Directors and the Auditors thereon.

To declare dividend.

To appoint a Director in place of Mr R B Rhea who retires by rotation and being eligible offers himself . for reappointment.

To appoint a Director in place form Weston Wong who retires by rotation and being eligible offers himself for reappointment.

To appoint a Director in place of Mr H M Kothari who retires by rotation and being eligible offers himself for reappointment

To appoint Auditors and fix their remuneration and for this purpose to consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED that the Auditors, Messrs S.R.Batliboi & Co., Chartered Accountants, who retire after conclusion of this meeting, be and are hereby reappointed Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company, at a fee to be determined by the Board of Directors plus reimbursement of out-of-pocket expenses.”

To receive, consider and adopt the Balance Sheet as at 31st March 2008 and the Profit and Loss Account for the year ended on that date and the Report of the Directors and the Auditors thereon.

To declare final dividend.

To appoint a director in place of Mr. Jeetendra Kapoor, who retires by rotation and being eligible offers himself for reappointment.

To appoint a director in place of Mr. Dhruv Kaji, who retires by rotation and being eligible offers himself for reappointment.

To appoint Ms. Deloitte Haskins and Sells, Chartered Accountants, Mumbai and Mis. Snehal & Associates, Chartered Accountants, Mumbai, as Joint Auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

the existing Article 94.1 of the Articles of Association of the Company be and is hereby deleted and substituted by the following new Article 94.1 : 94. 1. The Board shall consist of not more than twelve (12) Directors, of which two (2) Directors shall be nominated by the Investor (“Investor Directors’ for so long as the Investor has at least 15% Ownership, four (4) Directors shall be nominated by the Promoters {“Promoter Directors’ and six (6) Directors shall be independent. Until such time that the Investor holds at least 15% Ownership, any increase in the number of Directors on the Board shall require the Investor’s prior written consent. Upon the Ownership of the Investor falling below 15%, the Investor shall be entitled to nominate one (1) Director until such time that it has 10% or more Ownership.

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 314 and other applicable provisions, if any, of the Companies Act, 1956, (including any statutory modification(s) or reenactment thereof, for the time being in force), the consent of the Company be and is hereby accorded to the appointment of Mr. Tussah Kapoor as Whole time Director designated as Executive Director (or any other designation which the Board of Directors of Bajaj Motion Pictures Limited may decide from time to time) in Bajaj Motion Pictures Limited, wholly owned subsidiary of the Company, with effect from 1st August 2007 on such remuneration and terms & conditions more particularly set out in the explanatory statement attached to the notice.

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 314 and other applicable provisions, if any, of the Companies Act, 1956, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the consent of the Company be and is hereby accorded to the . appointment of Mr. Ramesh Sippy, a relative of the Directors of the Company Ms. Shobha Kapoor, Mr. Jeetendra Kapoor, Ms. Ekta Kapoor and Mr. Tusshar Kapoor, for holding an office or place of profit in Balaji Motion Pictures Limited(BMPL), wholly owned subsidiary of the Company, as Chief Executive Officer of BMPL for a period of 3 years with effect from 25th March 2008 (I.e. the date of approval by the Central Government) on such remuneration and terms & conditions more particularly set out in the explanatory statement attached to the notice.”

To receive, consider and adopt the Audited Balance Sheet as at 31 March, 2008, the Profit & Loss Account for the year ended on that date together with the Reports of the Directors and the Auditors thereon.

To declare dividend on Equity Shares.

To appoint a Director in place of Prof.Dr.Jng. V S Raju, who retires by rotation and being eligible offers himself for reappointment.

To appoint a Director in place of Sri P Abraham, who retires by rotation and being eligible offers himself for reappointment.

To appoint a Director in place of Sri A V N Raju, who retires by rotation and being eligible offers himself for reappointment.

To appoint a Director in place of Sri R N Raju, who retires by rotation and being eligible offers himself for reappointment.

To consider, and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution: “RESOLVED THAT Mis. M Bhaskara Rao & Co., Chartered Accountants and M/s.Deloitte Haskins and Sells, Chartered Accountants, the retiring Joint Statutory Auditors of the Company, be and are hereby re-appointed as the Joint Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting at such remuneration as may be determined by the Board of Directors of the Company.”

To consider and, if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution: “RESOLVED THAT notice of intention to propose Sri Akhil Gupta for appointment as a Director having been received from a member under Section 257 of the Companies Act, 1956, Sri Akhil Gupta, who was appointed as an Additional Director of the company and who holds office up to the date of this Annual General Meeting pursuant to Section 260 of the Companies Act, 1956, be and is hereby appointed as a Director of the Company not liable to retire by rotation”.

To consider and adopt the Audited Profit & Loss Account for the financial year ended 31st March 2008, the Balance Sheet as at that date and the Reports of the Directors & Auditors thereon.

To declare a dividend on Equity shares.

To appoint a Director in place of Mr. S. N. Agarwal, who retires by rotation and, being eligible, offers himself for reappointment.

To appoint a Director in place of Mr. S. M. Datta, who retires by rotation and, being eligible, offers himself for reappointment.

To consider and appoint Statutory Auditors to hold office from the conclusion of this meeting until conclusion of the next Annual General Meeting and to fix their remuneration. Mis R S. Agarwala & Co., Chartered Accountants, Kolkata the retiring auditors, being eligible offers themselves for re appointment.

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Mis. L.B.S. Chirac & Co., Chartered Accountants, Katmandu, be and are hereby appointed as Branch Auditors for auditing the accounts of all the branches of the Company situated in Royal Kingdom of Nepal for the year 2008-09 and to hold office till the conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors of the Company.”

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Mis. Nat Rajan & Swami Nathan, Chartered Accountants, Singapore, be and are hereby, appointed as Branch Auditors for auditing the accounts of all the branches of the Company situated in Singapore for the year 2008-09 and to hold office till the conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors of the Company.”

To consider and, if thought fit, to pass, with or without modification (s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Mis. RS. Agarwala & Co., Chartered Accountants, Bangalore, be and are hereby appointed as Branch Auditors for auditing the accounts of TCI Seaways Division of the Company for the year 2008-09 and to hold office till conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors of the Company.”

To consider and if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Mr. R V. Achaean, who was appointed by the Board of Director as additional director of the Company with effect from 30th October 2007 and who holds office of director up to the date of this Annual General Meeting of the Company, in terms of the Section 260of the Companies Act, 1956(“the Act”) and in respect of whom the Company has received a notice in writing from a member under Section 257 of the Act, proposing his candidature forth office of Director of the Company, be and is hereby appointed as Director of the Company.”

To consider and if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Sections 198, 269 and 309 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956and subject to approval of Shareholders and Central Government, if required, Mr. D. P.Agarwal be and is hereby re-appointed as Managing Director and designated as Vice Chairman & Managing Director of the Company for a further period of five years effective from 1st August, 2008 on the terms as set out in the explanatory statement. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters &the inks as may be necessary or expend into give effect to the is resolution.”

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Sections 198, 269 and 309 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956and subject to approval of Shareholders and Central Government, if required, Mr. Viet Agarwal be and is hereby re-appointed as Executive Director for a further period of five years effective from 1st Jug Iy,2008on the terms as set out in the explanatory statement. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters & things as may be necessary or expedient to give effect to this resolution.”

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution: “RESOLVED THAT in continuation of the shareholders’ resolution passed in the AM held on 23rd October 2006 and pursuant to the provisions of Sections 198,269, 309, 310, Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956and subject to the Shareholders’ approval and such Government’s approval (s) as may be required, the Company hereby approves the revision in the remuneration payable to Mr. Chandler Agarwal effective from 1st October 2008 till the remaining term i.e. till 20th September 2011, as provided in the explanatory statement annexed hereto.”

To receive, consider and adopt the Profit and Loss Account for the year ended March 31,2008, the Balance Sheet as at that date and the Reports of Directors and Auditors attached thereto.

To declare a dividend.

To appoint a Director in the place of Mr D J Bajaj Rao, who retires by rotation under Article 106 of the Articles of Association of the Company and who, being eligible, offers himself for re-appointment.

To appoint a Director in the place of Mr P N Galatia, who retires by rotation under Article 106 of the Articles of Association of the Company and who, being eligible, offers himself for re-appointment.

To appoint a Director in the place of Mr D G Hindu, who retires by rotation under Article 106 of the Articles of Association of the Company and who, being eligible, offers himself for re-appointment.

To appoint Auditors and fix their remuneration. The retiring Auditors Messrs M S Krishna swami & Rajan, Chartered Accountants, and Messrs Deloitte Haskins & Sells, Chartered Accountants are eligible for re-appointment.

To appoint Mr Vend K Vasari as a Director

To approve the appointment of Mr Vend K Vasari as Whole-time Director

To consider, and if thought fit, approve, with or without modification, the arrangement embodied in the Scheme of Amalgamation of LELA SCOTTISH LACE PRIVATE LIMITED., the Transferor Company with BOMBAY RAYON FASHIONS limited, the Transferee/Applicant Company.

To consider and adopt the Balance Sheet as at March 31, 2008, the Profit & Loss Account for the year ended on that date and the Reports of the Board of Directors and Auditors thereon;

To declare a dividend on equity shares;

To appoint a Director in place of Mr. J. P. Kayak, who retires by rotation and is eligible for re-appointment;

To appoint a Director in place of Mr. Y. M. Deosthalee, who retires by rotation and is eligible for re-appointment;

To appoint a Director. in place of Mr. M. M. Chitale, who retires by rotation and is eligible for re-appointment;

To consider and, if thought fit, to pass with or without modification(s), as an ORDINARY RESOLUTION the following: “RESOLVED THAT Mr. N. Mohan Raj, who was appointed as a Director in casual vacancy and holds office up to the date of this Annual General Meeting of the Company, and is eligible for appointment, and in respect of whom the Company has received a notice in writing from a member under the provisions of Section 257 of the Companies Act, 1956 proposing his candidature for the office of a Director, be and is hereby appointed as a Director.”

To appoint a Director in place of Mr. K. Venkataramanan, who retires by rotation and is eligible for re-appointment;

To consider and, if thought fit, to pass with or without modification(s), as an ORDINARY RESOLUTION the following: “RESOLVED THAT Mr. S. Rajgopal who was appointed as an Additional Director and holds office up to the date of this Annual General Meeting of the Company, and is eligible for appointment, and in respect of whom the Company has received a notice in writing from a member under the provisions of Section 257 of the Companies Act, 1956 proposing his candidature for the office of Director, be and is hereby appointed as a Director.”

To consider and, if thought fit, to pass with or without modification(s}, as an ORDINARY RESOLUTION the following: . “RESOLVED THAT Mr. A. K. Jain who was appointed as an Additional Director and holds office up to the date of this Annual General Meeting of the Company, and is eligible for appointment, and in respect of whom the Company has received a notice in writing from a member under the provisions of Section 257 of the Companies Act, 1956 proposing his candidature for the office of a Director, be and is hereby appointed as a Director.”

To consider and, if thought fit, to pass with or without motivation’s), as an ORDINARY RESOLUTION the following: “RESOLVED THAT pursuant to Section 269 and other capable provisions, if any, of the Companies Act, 1956 read with Schedule XIII of the said Act, approval be and is hereby granted to the re-appointment of Mr. A. M. Nasik, as the Chairman & Managing Director of the Company with effect from April 28, 2009 to September 30, 2012. RESOLVED FURTHER THAT Mr. A. M. Nasik, in his capacity as the Chairman & Managing Director, be paid remuneration as may be fixed by the Board, from time to time, within the limits approved by the members.”

To consider and, if thought fit, to pass with or without modification(s), as an ORDINARY RESOLUTION the following: “RESOLVED THAT pursuant to Section 269 and other applicable provisions, if any, of the Companies Act, 1956, read with Schedule XIII of the said Act, approval be and is hereby granted to the re-appointment of Mr. J. P. Kayak, as the Whole-time Director of the Company with effect from November 13, 2008 to March 31, 2011. RESOLVED FURTHER THAT Mr. J. P. Kayak, in his capacity as the Whole-time Director, be paid remuneration as may be fixed by the Board, from time to time, within the limits approved by the members.”

To consider and, if thought fit, to pass with or without modification(s), as an ORDINARY RESOLUTION the following: “RESOLVED THAT pursuant to Section 269 and other applicable provisions, if any, of, the Companies Act, 1956, read with Schedule XIII of the said Act, approval be and is hereby granted to, the re-appointment of Mr. K. Venkataramanan, as the Whole-time Director of the Company with effect from May 28, 2009 to June 30,2012. RESOLVED FURTHER THAT Mr. K. Venkataramanan, in his capacity as the Whole-time Director, be paid remuneration as may be fixed by the Board, from time to time, within the limits approved by the members.”

To consider and, if thought fit, to pass with or without modification(s), as an ORDINARY RESOLUTION the following: “RESOLVED THAT pursuant to Section 269 and other applicable provisions, if any, of the Companies Act, 1956, read with Schedule XIII of the said Act, approval be and is hereby granted to the re-appointment of Mr. K. V. Rang swami, as the Whole-time Director of the Company with effect from February 8,’ 2009 to June 30, 2011. RESOLVED FURTHER THAT Mr. K. Rang swami in his capacity as the Whole-time Director be paid remuneration as may be fixed by the Board, from time to time, within the limits approved by the members.”

To consider and, if thought fit, to pass with ,or without modification(s), as an ORDINARY RESOLUTION the following:’ “RESOLVED THAT pursuant to Section 269 and other applicable provisions, if any, of the Companies Act, 1956, read with Schedule XIII of the said Act, approval be and is hereby granted to the re-appointment of Mr. V. K. Magapu, as the Whole-time Director of the Company with effect from July 6, 2009 to September 30,2012. RESOLVED FURTHER THAT Mr. V. K. Magapu, in his capacity as the Whole-time Director, be paid remuneration as may be fixed by the Board, from time to time, within the limits approved by the members.”

To consider and, if thought fit, to pass with or without modification(s), as an ORDINARY RESOLUTION the following: “RESOLVED THAT in accordance with the applicable provisions of the Companies Act, 1956, or any amendment or re-enactment thereof and Article 153 of the Articles of Association of the Company and subject to the guidelines issued by the Securities and Exchange, Board of India (SEBI) in this behalf and subject to such approvals, consents, permissions and sanctions as may be necessary from appropriate authorities, consent be and is hereby accorded to the Board of Directors of the Company (‘the Board’ , which term shall be deemed to include any Committee thereof) for capitalization of a sum not exceeding Rs. 61,44,47,064/- (Rupees Sixty One Crere Forty Four Lac Forty Seven Thousand and Sixty Four Only) from the Securities Premium Account, General Reserves or any other permitted reserves/ surplus of the Company for the purpose of issue of Bonus Shares of Rs. 2/- (Rupees Two Only) each, credited as fully paid-up to the holders of the Equity Shares of the Company whose names shall appear in the Register of Members on the ‘Record Date’ determined by the Board for the purpose, in the proportion of 1 (One) Bonus Share of Rs. 2/- for every 1 (One) fully paid-up Equity Share of Rs. 2h held by them and that the Bonus Shares so distributed shall, for all purposes, be treated as an increase in the paid-up Share Capital of the Company held by each such Member, and not as income. RESOLVED FURTHER THAT the stock options (whether vested, unvested or yet to be granted) under the Employee Stock Option Schemes be suitably adjusted. RESOLVED FURTHER THAT the Bonus Shares so allotted shall rank pari passu in all respects with the fully paid-up Equity Shares of the Company as existing on the Record Date, save and except that they shall not be entitled to any dividend for the financial year ended March 31, 2008 and any other dividend that may be declared before the ‘Record Date’. RESOLVED FURTHER THAT the Bonus Shares so allotted shall always be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company. RESOLVED FURTHER THAT no letter of allotment shall be issued in respect of the Bonus Shares and in the case of Members who hold Shares or opt to receive the Shares in dematerialized form, the Bonus Shares shall be credited to the respective beneficiary accounts of the Members with their respective Depository Participants and in the case of Members who hold Equity Shares in certificate form, the share certificates in respect of the Bonus Shares shall be dispatched, within such time as prescribed by law and the relevant authorities. RESOLVED FURTHER THAT the issue and allotment of the Bonus Shares to Non-Resident Members, Foreign Institutional Investors (Fils) & other foreign investors, be subject to the approval of the Reserve Bank of India, as may be necessary. RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of such shares on the Stock Exchanges where the securities of the Company are listed as per the provisions of the Listing Agreements with the concerned Stock Exchanges and other applicable guidelines, rules had regulations. RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things and to give such directions as may be necessary or expedient, and to settle any question, difficulty or doubt1hat may arise in this regard as the Board in its absolute discretion may deem necessary or desirable and its decision shall be final and binding.”

To consider and, if thought fit, to pass with elf without modification(s), as a SPECIAL RESOLUTION the following: “RESOLVED THAT In accordance with the provisions of Section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956, Foreign Exchange Management Act; 1999, Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 (‘SEBI Guidelines’), Listing Agreements entitled into by the Company with the Stock Exchange’s where the Securities of the Company are listed, enabling provisions in the Memorandum and Articles of Association of the Company as also provisions of any other applicable laws, rules arid’ regulations (including any amendments thereto or re-enactments thereof for the time being in force) and subject to such approvals, consents, permissions and sanctions of the Securities and Exchange Board of India (SEBI), Government of India (GOI), HeseNe Bank of India (RBI) and all other appropriate and concerned authorities, or bodies and subject to Conditions and modifications, as may be prescribed by any of them in granting such approvals, confer., permissions and sanctions which may be agreed to by the Board of Directors of the Company (‘the Board’ which term shall be deemed to include any Committee which the Board may have constituted or hereafter constitute for the time being exercising the powers conferred on the Board by this resolution), the Board be and is hereby authorized to offer, issue and allot, by way of Qualified Institutions Placement (‘OIP’), to Qualified Institutional Buyers (‘Obis’) in terms of Chapter XIII-A of the SEBI Guidelines, whether or not such investors are members of the Company, through one or more placements of equity shares/fully convertible debentures/partly convertible debentures or any securities other than warrants which are convertible into or exchangeable with equity shares at a later date (herein referred to as ‘Securities’) not exceeding US$600 man or Rs. 2400 crore, if higher (including green shoe

option), as the Board may determine in accordance with the SEBI Guidelines and where necessary in consultation with the Lead Managers, Underwriters, Merchant Bankers, Guarantors, Financial and/or Legal Advisors, Rating Agencies! Advisors, Depositories, Custodians, Principal Paying/ Transfer/Conversion agents, Listing agents, Registrars, Trustees, Printers, Auditors, Stabilizing agents and all other Agencies/Advisors. RESOLVED FURTHER THAT the OIP issue shall be completed within 12 months from the date of this Annual General Meeting. RESOLVED FURTHER THAT the relevant date for determination of the floor price of the Equity Shares to. be issued by way of the OIP issue shall be July 30, 2008. RESOLVED FURTHER THAT the Equity Shares so issued shall rank pari passu with the existing Equity Shares of the Company in all respects. RESOLVED FURTHER THAT the Equity Shares to be offered and allotted to the OIBs shall be in dematerialized form. RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of Securities, the Board be and is hereby authorised on behalf of the Company, to do all such acts, deeds, matters and things as it may, in absolute discretion, deem necessary or desirable for such purpose, including without limitation, the determination of the terms thereof, for entering into arrangements for managing, underwriting, marketing, listing and trading, to issue placement documents and to sign all deeds, documents and writings and to pay any fees, commissions, remuneration, expenses relating thereto and with power on behalf of the Company to settle all questions, difficulties or doubts that may arise in regard to such offer(s) or issue(s) or allotment(s) as it may, in its absolute discretion, deem fit. RESOLVED FURTHER THAT the Board be and is hereby authorised to appoint Lead Manager(s) in offerings of Securities and to remunerate them by way of commission, brokerage, fees are the like and also to enter into. and execute all such arrangements, agreements, memoranda, documents, etc. with Lead Manager(s). RESOLVED FURTHER THAT the Company do apply for listing of the Securities as may Be issued with the Bombay Stock Exchange Limited and National Stock Exchange of India Limited or any other Stock Exchange(s). RESOLVED FURTHER THAT the Company do apply to the National Securities Depository Limited and/or Central Depositary Services (India) Limited for admission of the above said Securities to be allotted on OIP basis. RESOLVED FURTHER THAT the Board be and is hereby authorised to create necessary charge on such of the assets and properties (whether present or future) of the Company and to approve, accept, finalize and execute facilities, sanctions, undertakings, agreements, promissory notes, credit limits and any of the documents and papers in connection with issue of Securities. RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred .in such manner as it may deem fit.”

To appoint Auditors and fix their remuneration and for that purpose to pass with or without modification(s), as a SPECIAL RESOLUTION the following: “RESOLVED THAT the Company’s Auditors, M/s Sharp & Tannan, Chartered Accountants, who retire but, being eligible, offer themselves for reappointment, be and are hereby re-appointed as Auditors of the Company including all its branch offices for holding the office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting at a remuneration of Rs. 68,00,000/( Rupees Sixty Eight Lac Only) exclusive of service tax, traveling and other out of pocket expenses.”

To discuss, approve and adopt the Audited Balance Sheet of the Bank as at 31.3.2008, Profit and Loss Account of the Bank for the year ended 3151 March 2008, the Report of the Board of Directors on the working and activities of the Bank for the period covered by the Accounts and the Auditors’ Report on the Balance Sheet and Accounts.

To declare Annual Dividend on Equity Shares for the Financial Year 2007-08.

To receive, consider and adopt the audited Balance Sheet as at 31st March, 2008 and Profit and Loss Account for the financial year ended on that date along with Report of the Board of Directors and Auditors thereon.

To confirm interim dividend and declare final dividend for the year 2007-08.

To appoint a Director in place of Shri SHYAM Adhere, who retires by rotation and being eligible, offers himself for re-appointment.

To appoint a Director in place of Shri Santa Singh, who retires by rotation and being eligible, offers himself for re-appointment.

To fix the remuneration of the Auditors.

To receive, consider and adopt the Audited Profit and Loss Account for the year ended 31 st March, 2008 and the Balance Sheet as at that date together with the Report of the Board of Directors and the Auditors thereon.

To declare Dividend on the 2% Cumulative Convertible Preference Shares.

To declare Dividend on Ordinary Shares.

To appoint a Director in the place of Mr. S. M. Pail who retires by rotation and is eligible for re- appointment.

To appoint a Director in the place of Mr. Suresh Krishna who retires by rotation and is eligible for re-appointment.

To appoint a Director in the place of Mr. Shoat Husain who retires by rotation and is eligible for re-appointment.

To appoint a Director in the place of Dr. J. J. Iran who retires by rotation and is eligible for re-appointment.

To appoint auditors and fix their remuneration.

To appoint a Director in the place of Mr. Andrew Robb who was appointed an Additional Director of the Company by the Board of. Directors with effect from 22nd November, 2007 under Section 260 of the Companies Act, 1956, (the Act) and who holds office upto the date of the forthcoming Annual General Meeting but who is eligible for appointment and in · respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director under the provisions of Section 257 of the Act.

To appoint a Director in the place of Dr. T. Mukherjee who was appointed an Additional Director of the Company by the Board of Directors with effect from 22nd November, 2007 under Section 260 of the Companies Act, 1956, (the Act) and who holds office upto the date of the forthcoming Annual General Meeting but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director under the provisions of Section 257 of the Act.

Authority to Directors to borrow in excess of the paid-up capital and free reserves To consider and, if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution: “RESOLVED that in super session of Resolution No. 16 passed’ at the Annual General Meeting of the Company held on 5th July, 2006, the consent of the Company be and is hereby accorded in terms of Section 293(1)(d) and other applicable provisions, if any, of the Companies Act, 1956 to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof) for borrowing from time to time any sum or sums of monies which together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the total amount so borrowed by the Board shall not at any time exceed the limit of Rs. 40,000 crores.”

Creation of Charges To consider and, if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution: “RESOLVED that pursuant to Section 293(1 )(a) and other applicable provisions, if any, of the Companies Act, 1956, consent of the Company be and is hereby given to the Board of Directors of the Company (hereinafter referred to as ''the Board” which term shall be deemed to include any Committee thereof) to create such charges, mortgages and hypothecations in addition to the existing charges, mortgages and hypothecations treated by the Company, on such movable and immovable properties, both present and future and in such manner as the Board may deem fit, together with power to take over the management and concern of the Company in certain events in favour of Banks Financial institutions, other investing agencies and trustees for the holders of debentures/bonds/other instruments to secure rupee/foreign currency loans and/or the issue of debentures whether partly/fully convertible or non-convertible and/or securities linked to Ordinary shares and/or rupee/foreign currency convertible bonds and/or bonds with share warrants attached (hereinafter collectively referred to as “Loans”) provided that the total amount of loans together with interest thereon, additional interest, compound interest, liquidated damages, commitment charges, premia on pre-payment or on redemption, costs, charges, expenses and all other moneys payable by the Company in respect of the said Loans, shall not, at any time exceed” the limit of Rs. 40,000 crores. RESOLVED FURTHER that the Board be and is hereby authorized to do all such acts, deeds and things, to execute all such documents, instruments and writings as may be required.”

Appointment of Branch Auditors To consider and, if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of Section 228 and other applicable provisions, if any, of the Companies Act, 1956, (the Act), Messrs Deloitte & Touché, Singapore, the retiring Branch Auditors of the Singapore Branch of the Company, be and are hereby re-appointed as the Branch Auditors of the Company to hold office from the conclusion of this meeting upto the conclusion of the next Annual General Meeting of the Company and to examine and audit the books of account of the Branch Office of the Company located at Singapore for the financial year 2008-09 on such remuneration as may be mutually agreed upon between the Board of Directors and the Branch Auditors, plus reimbursement of service tax, out-of-pocket, traveling and living expenses, incurred in connection with the audit. RESOLVED FURTHER that pursuant to the provisions of Section 228 and other applicable provisions, if any, of the Act, the Board of Directors of the Company be and is hereby authorised to appoint as Branch Auditors of any branch office which may be opened hereafter in India or abroad in consultation with the Company’s Auditors, any person qualified to act as Branch Auditor within the provisions of the said Section 228 of the Act and to fix their remuneration.”

To receive, consider and adopt the Audited Balance Sheet as at March 31, 2008 and the Profit and loss Account ended as on that date together with. the reports of the Directors and the Auditors thereupon.

To declare dividend for the financial year ended March 31, 2008 @35% [Rupees 0.70 per equity share of Rupees 2 each]

To appoint a Director in place of Mr. Anant Talaulicar, who retires by rotation and being eligible, seeks re-appointment.

To appoint a Director in place of Mr. Amit Kalyan, who retires by rotation and being eligible, seeks i.e.-appointment.

To appoint a Director in place of Dr. Spirant Dater, who retires by rotation and being eligible, seeks re-appointment.

To appoint Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration and to pass the following resolution thereof:- “Resolved that Deloitte Haskins & Sells, Chartered Accountants, be and are hereby re-appointed as the Auditors of the Company to hold office from the conclusion of this Annual General Meeting to the conclusion of the next Annual General Meeting on such remuneration as may be determined by the Board of Directors in consultation with the Auditors.”

To consider and if thought fit, to pass with or without modification(s), as an ORDINARY RESOLUTION the following:- “RESOLVED THAT in accordance with the provisions of Section 257 and all other applicable provisions, if any, of the Companies Act, 1956, Mr. Deepak Mali who was appointed by the Board of Directors as an Additional Director of the Company during the year and who holds office up to the date of this Annual General Meeting as per the provisions of Section 260 of the Companies Act, 1956 and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company.