1. To receive, consider and adopt the Balance Sheet as at March 31, 2009 and the Profit and Loss Account for the financial year ended on that date along with the reports of the Auditors and Directors thereon.

2. To declare dividend on equity shares.

3. To appoint a Director in place of Mr. Vijay K Thaana, who retires by rotation and, being eligible, offers himself for reappointment

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

5. To appoint Auditors of the Company to hold office from the conclusion of this annual general meeting to the conclusion of the next annual general meeting and to authorize Board of Directors to fix their remuneration. M/s Price Waterhouse, Chartered Accountants, the retiring Auditors, are eligible for re-appointment.

6. “RESOLVED THAT pursuant to Section 309 and other applicable provisions, if any, of the Companies Act, 1956, (including any amendment and/or any re-enactment thereof), the Company be and is hereby authorized to pay to its Directors (other than Managing/Whole time/Executive Directors of the Company) commencing from 1st April, 2009, such commission as the Board may from time to time determine (to be divided and paid amongst them in such proportion and such manner/fashion as may be determined by the Board from time to time) but however such commission shall not exceed 1% of the net profits of the Company in any financial year (computed in manner provided in Section 198(1) of the Companies Act, 1956 as amended from time to time).

1. To receive, consider and adopt the audited accounts of the company for the year ended 31st March, 2009 and the report of the directors and of the auditors thereon

2. To declare Dividend on equity shares.

3. To appoint a director in place of Mr. L.C.GoyaL, who retires by rotation, and being eligible, offers himself for re-appointment.

4. To appoint a director in place of Mr. K.Jacob Thomas, who retires by rotation, and being eligible, offers himself for re-appointment.

5. To appoint a director in place of Mr. M.R.B.Punja, who retires by rotation, and being eligible, offers himself for re-appointment.

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

7. “RESOLVED THAT M/s.DeLoitte Haskins & Sells, Chartered Accountants, the retiring auditors, be and are hereby re-appointed as auditors of the company to hold office until the conclusion of the next annual general meeting of the company for auditing the accounts of the company for the financial year 2009-2010 and the Board of Directors/Committee of the Board be and are hereby authorized to fix their remuneration plus traveling and other out of pocket expenses incurred by them in connection with statutory audit and/or continuous audit and also such other remuneration, as may be decided to be paid by the Board/Committee of the Board, for performing duties other than those referred to herein above.”

8. “ RESOLVED THAT pursuant to the provisions of sections 198, 269, 309 and 311 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 (hereinafter referred to as ‘the Act’ including any modification’s) or re-enactment(s) thereof for the time being in force) and subject to the approval(s), as may be required, of the financial institutions and other Lenders who have granted term Loans to the company, Mr.U.S.Oberoi, Chief (Corp. Affairs) and Whole Time Director be and is hereby reappointed as a whole time director of the company for a period of five years with effect from 26th November, 2009, with such designation as the Chairman & Managing Director Vice Chairman & Managing Director may decide from time to time and for payment of remuneration, perquisites and terms and conditions as set out in the explanatory statement attached to this notice.

RESOLVED FURTHER THAT the board of directors of the company (hereinafter referred to as ‘the board’ which term shall be deemed to include any committee thereof forth time being exercising the powers conferred on the board by this resolution) be and is hereby authorised to laree and/or modify the terms and conditions of appointment including remuneration and perquisites payable to Mr.U.S.Oberol, Chief (Corp. Affairs) and Whole Time Director in such manner as may be agreed to between the board and Mr.U.S.Oberoi, Chief (Corp. Affairs) and Whole Time Director within and in accordance with the Limits prescribed in Schedule XIII of the Act or in accordance with the changes that may be effected in Schedule XIII of the Act and/or any amendments and/or modifications that may be made by the Central Government in that behalf from time to time or any amendments or re-enactment of the relevant provisions of the Act.

RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year, Mr.U.S.Oberoi, Chief (Corp. Affairs) and Whole Time Director be paid the salary and perquisites as minimum remuneration not exceeding the Limits specified under sub paragraph (A) of paragraph of section I of Schedule XII of the Act by making such compliances as provided in the said Schedule. RESOLVED FURTHER THAT the board band is hereby authorized to do all such acts and things as, in its absolute discretion, it may be considered necessary, expedient or desirable, including power to sub-delegate, in order to give effect to the foregoing resolution or otherwise considered by the board to be in the best interest of the company.”

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2009 and Profit and Loss Account for the year ended on that date and the Reports of the Directors and the Auditors of the Company.

2. To declare dividend on Equity Shares for the year ended 31st March, 2009.

3. To appoint a Director in place of Sheri O.K. Birla, who retires from office by rotation, but being eligible, offers himself for re-election.

4. To appoint a Director in place of Sheri Kumar Mangle Birla, who retires from office by rotation, but being eligible, offers himself for re-election.

5. To appoint 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 and to fix their remuneration.

6. “RESOLVED that in partial modification of the relevant resolution passed at the 110th Annual General Meeting of the Company held on 24th July, 2007 and pursuant to the provisions of sections 198, 309, 310, Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, for the time being in force, the Company hereby approves the payment of revised remuneration to Sheri BAL. Jain, Whole time Director as per the details provided in the Explanatory Statement in relation to this resolution, for the remaining period of his tenure of current office unto 31st March, 2010”.

7. “RESOLVED that pursuant to the provisions of Sections 198, 269, 309, 311, 314 and all other applicable provisions, if any, of the Companies Act, 1956, read with Schedule XIII thereto and all guidelines for managerial remuneration issued by the Central Government from time to time, the Company hereby approves of the reappointment by the Board of Directors Catha Board”) of Sheri BAL. Jain as Director in the whole time employment of the Company for a further period of two years with effect from 1st April, 2010

1. To consider and adopt the audited balance sheet as at 31 March 2009 and the profit and loss account for the year ended 31 March 2009 and the directors’ and auditors’ reports thereon.

2. To declare a dividend.

3. To appoint a director in place of S H Khan, who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint a director in place of DJ Bajaj Rae, who retires by rotation and being eligible, offers himself for re-appointment.

5. To appoint auditors of the company for the period commencing from the conclusion of this annual general meeting till the conclusion of the next annual general meeting and to fix their remuneration.

6. “RESOLVED that Marsh Chandra, who was appointed by the board of directors of the company as an additional director on 23 October 2008 and who holds office as such unto the conclusion of this annual general meeting and in respect of whom the company has, as required by section 257 of the Companies Act, 1956, received a notice in writing from a member signifying his intention to propose him as a candidate for the office of the director, be and is hereby appointed a director of the company, liable to retire by rotation.”

7. “RESOLVED that P Murray, who was appointed by the board of directors of the company as an additional director on 23 October 2008 and who holds office as such unto the conclusion of this annual general meeting and in respect of whom the company has, as required by section 257 of the Companies Act, 1956, received a notice in writing from a member signifying his intention to propose him as a candidate for the office of the director, be and is hereby appointed a director of the company, liable to retire by rotation.”

1. To receive and adopt the audited Balance Sheet as at March 31, 2009 , the Profit & Loss Account and the Cash Flow ,Statement of the Company for year ended March 31, 2009 and the Reports of the Directors and the Auditors thereon.

2. To declare a dividend on equity shares for the financial year Ended March 31, 2009.

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

4. To appoint a Director in place of Mr. 55. Kohli, who retires by rotation and being eligible, offers himself for reappointment.

5. To appoint a, Director in place bf Mr. S. H. Khan, who retires by rotation and being eligible, offers himself for reappointment.

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

7. 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 reappointed as the Auditors of the Company to hold office from the conclusion of this Annual General Meeting up to the conclusion of the next’s 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 accounts of the Company for the year ending March 31. 2010.”

8. RESOLVED THAT the provisions of Sections 198, 269 and 309 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 and all guidelines for managerial remuneration issued by the Central Government from time to time, and such other consents and approvals as may be required, consent of the Company be and is hereby accorded for therapy to Dr. Rajiv S Loll (Dr. Loll), as Managing Director & CEO of the Company, for a period of 3 (three) years with effect from January 10, 2010

9. “RESOLVED THAT Mr. Vicar Lemay, in respect or whom the (company has received Notices in writing. from some of its Members proposing him as a candidate for the office of Director under the provisions of Section 257 of the Companies Act, 1956, and who is eligible for all appointment to the office of the, Director, be and is hereby appointed a Director of the Company’

10. “Resolved That pursuant to the provisions of Sections 198. 269 and 309 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 and all guidelines for managerial remuneration issued by the Central Government front time to time, and such other consents and approvals as may be required, consent of the Company be and is hereby accorded , for the appointment of Mr. Vikram Limaye (Mr. Limaye) as a Whole-time Director of the Company for a period of 5 (five) years with effect from September 15, 2008

11. “RESOLVED THAT pursuant to the provisions of Section 81, 81 (1A) and other applicable provisions, if any, of the Companies Act, 1956 (including any amendment thereto or reenactment thereof) and in accordance with the provisions of the Memorandum and Articles of Association of the Company and the regulations / guidelines, prescribed by Securities and Exchange Board of India (SEBI) or any other relevant authority, from time to time, to the extent applicable and subject to ,such approvals, consents, permissions and sanctions, as may be required, consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’), which term shall be deemed to include any Committee or any ‘Sub Committee’ thereof by the Board to exercise its powers, (including the powers conferred by this resolution) to grant options at any time and from time to time in one or more tranches under Employee Stock Options Scheme 2007 or any other Employee Stock Options Scheme as maybe introduced by the Company in excess of 1% of the issued capital of the Company on the terms and conditions decided by the Board

1. To receive, consider and adopt the audited profit and loss account for the financial year ended March 31, 2009, the balance sheet as at that date and the reports of the directors and the auditors thereon.

2. To declare dividend on equity shares.

3. To appoint a director in place of Mr. Shirish B. Patel who retires by rotation and being eligible, offers himself for re-appointment.

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

5. To appoint a director in place of Dr. S. A. Dave who retires by rotation and being eligible, offers himself for re-appointment.

6. “RESOLVED THAT Messrs Deloitte Haskins & Sells, Chartered Accountants, be and are hereby reappointed as auditors of the Corporation, to hold office as such from the conclusion of this Meeting until the conclusion of the next Annual General Meeting, on a remuneration of Rs. 60,00,000 (Rupees Sixty lacs only) plus applicable service tax and reimbursement of out-of-pocket expenses incurred by them for the purpose of audit of the Corporation’s accounts at the head office, all its branch offices in India and its branch offices at London and Singapore.” “RESOLVED FURTHER THAT pursuant to the provisions of Section 228(1) and other applicable provisions, if any, of the Companies Act, 1956, the Board of Directors of the Corporation be and is hereby authorised to appoint Messrs Deloitte Haskins & Sells, Chartered Accountants as Branch Auditors or any other person who may be qualified to act as such, in consultation with the auditors of the Corporation and to fix their remuneration, for the purpose of audit of any branch office(s) that may be opened abroad by the Corporation during the period until the conclusion of the next Annual General Meeting.”

7. “RESOLVED THAT pursuant to the provisions of Section 228(1) and other applicable provisions, if any, of the Companies Act, 1956, Messrs Pannell Kerr Forster, Chartered Accountants, be and are hereby reappointed as Branch Auditors of the Corporation for the purpose of audit of the accounts of the Corporation’s branch office at Dubai, to hold office as such from the conclusion of this Meeting until the conclusion of the next Annual General Meeting, on such terms and conditions and on such remuneration, as may be fixed by the Board of Directors of the Corporation, depending upon the nature and scope of their work.”

8. “RESOLVED THAT pursuant to the provisions of Sections 198, 269 read with Schedule XIII, 309, 310, 311 and other applicable provisions, if any, of the Companies Act, 1956, including any amendment, modification, variation or reenactment thereof, approval of the Members of the Corporation be and is hereby accorded to the reappointment of Mr. Deepak S. Parekh as the Managing Director of the Corporation (designated as ‘Chairman’) with effect from March 1, 2009 up to the close of business hours on December 31, 2009, upon the terms and conditions including remuneration as set out in the draft agreement placed before this Meeting and initialed by the Vice-Chairman for the purpose of identification, which agreement is hereby specifically approved and sanctioned.

9. “RESOLVED THAT pursuant to the provisions of Sections 198, 309(4) and other applicable provisions, if any, of the Companies Act, 1956, the non whole time directors of the Corporation in addition to sitting fees being paid to them for attending the meetings of the Board of Directors of the Corporation (hereinafter referred to as the ‘Board’) and its committees, to be paid every year for a period of five years with effect from April 1, 2010, commission of an amount as may be determined by the Board from time to time, subject to an overall ceiling of 1% (one percent) of the net profits of the Corporation (to be computed in the manner referred to in Section 198(1) of the Companies Act, 1956), to be divided amongst them in such manner as the Board may, from time to time, determine.”

1. To consider and adopt the Accounts of the Company for the financial year ended 31st March, 2009, the Balance Sheet as at that date and the Reports of the Directors and Auditors thereon.

2. To declare a dividend for the financial year ended 31st March, 2009.

3. To elect Directors in place of those retiring by rotation.

4. 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. Deloitte Haskins & Sells, 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. 135,00,000/- payable in one or more installments plus service tax as applicable, and reimbursement of out-of-pocket expenses incurred.”

5. “Resolved that Mr. Anthony Ruys 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.”

1. To receive and consider the Profit & Loss Account for the year ended 31 March 2009, the Balance Sheet as at that date and the Reports of the Directors and the Auditors.

2. To declare Dividend.

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

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

5. To appoint Auditors and to fix their remuneration and for the purpose to consider and, if thought fit, to pass with or without modification, the following Ordinary Resolution: “RESOLVED THAT the retiring Auditors, Messrs. Lovelock & Lewes, be and they are hereby reappointed Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company at a remuneration of Rs. 26,00,000/- payable in two equal installments plus service tax and reimbursement of out-of-pocket expenses”.

6. RESOLVED THAT the consent 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 to mortgaging and / or charging by the Board of Directors of the Company (“the Board”) of all the immovable and movable properties of the Company, wheresoever situate, present and future, in favour of ( a) Punjab and Sind Bank (PSB) for its term loan of Rs. 42 crore; and (b) Punjab National Bank (PNB), AXIS Bank Limited (AXIS), YES Bank Limited (YBL) for their respective shares of Rs. 25 crore, Rs. 15 crore and Rs. 15 crore in the working capital facilities extended to the Company by the consortium of Banks and Standard Chartered Bank (SCB) for its incremental share of Rs. 10 crore in the said working capital facilities to secure the said term loan and working capital facilities together with interests, charges, expenses, front-end fees and all other monies payable by the Company to PSB, PNB, AXIS, YBL and SCB (collectively referred to as “the said Lenders”) in terms of their respective letters of Sanction, Loan Agreements, Facility Agreements, Hypothecation Agreements, Joint Consortium Agreements or any other Agreement or any amendment thereto entered / to be entered into by the Company with all or any of the said Lenders so that the mortgage and / or charge may be created by the Company in their favour, either singly or collectively, in such form and subject to such prior charges or with such pari passu or subservient ranking of charges as may be decided by the Board in consultation with one or more of the said Lenders. AND FURTHER THAT the Board be and is hereby authorised to finalise and execute with all or any of the said Lenders all such deeds and documents for creating the aforesaid mortgage and / or charge and to do all such acts, deeds and things as may be deemed necessary for giving effect to the aforesaid Resolution.” The Register of Members of the Company at Kolkata will remain closed from 11 July 2009 to 24 July 2009, both days inclusive.

1. To receive, consider, and adopt the Profit& Loss Accounts for the year ended 31st March 2009 and Balance Sheet as at that date, together with Report of the Directors and Auditors thereon.

2. To declare a Dividend (final) on Equity Shares.

3. To appoint a Director in place of Mr. Kannan, who retires by rotation and is eligible for reappointment,

4. To appoint a Director in place of Mr.Pravin Patel, who retires by rotation and is eligible for reappointment.

5. To appoint Ms Vatsaraj & Co. as Auditors of the Company to hold office from the conclusion of this Annual General Meeting and to authorize the Board of Directors to fix their remuneration.

6. “RESOLVED THAT Mr. S.Jambunathan, who was appointed as an additional director of the Company by the Board of Directors and who ceases to hold office under Section 260 of the Companies Act 1956, and in respect of whom the Company has received a notice under Section 257 in writing proposing his candidature for the office of Director, be and is hereby appointed as a director of the Company liable to retirement by rotation.”

7. “RESOLVED THAT Mr. Prlyavadan C. Purohit who was appointed as an additional director of the Company by the Board of Directors and who ceases to hold office under Section 260 of the Companies Act 1956, and in respect of whom the Company has received a notice under Section 257 in writing proposing his candidature for the office of Director, be and is hereby appointed as a director of the Company liable to retirement by rotation,”

8. “RESOLVED THAT pursuant to the provisions of Section 198, 269, 309, 311 read with Schedule XIII and other applicable provisions, if any, of the Companies Act 1956, including any statutory modification or re-enactment thereof, the approval of the Shareholders of the Company be and is hereby accorded to the terms of reappointment of Mr.Rupen Patel. as the Managing Director of the Company, with effect from September 01, 2009, for a period of five years (including remuneration to be paid in the event of loser inadequacy of profit in any financial year during the tenure of his appointment), with authority to the Board of Directors to fix his salary within such maximum limit as set out in the explanatory statement annexed hereto.”

9. “RESOLVED THAT pursuant to the provisions of Section 198, 269, 309 and other applicable provisions, if any, of the Companies Act 1956 (‘the Act”), as amended and re-enacted from time to time read with Schedule XIII of the Companies Act 1956, the Company hereby approves the terms of re-appointment of Ms.Sonal Patelas a Whole-time Director of the Company for the period from 1st day of September 2009 to 31st day of August 2012.” “RESOLVED FURTHER THAT in terms of Section 309(6) and any other applicable provisions of the Companies Act, 1956 (including any amendment and/or re-enactment thereof). approval of the Shareholders of the Company be and is hereby accorded to Ms. Sonal Patel a Whole-time Director, to draw and retain remuneration commission / benefits from the subsidiary(ies), associate(s) and JV(s) of the Company in respect of the services rendered by her to such subsidiary(ies), associate(s) and JV(s).” “RESOLVED FURTHER THAT Ms. Sonal Patel. Whole-time Director of the Company shall not be entitled to receive any remuneration and/or commission from the Company payable under Section 198 and 309 of the Companies Act, read with Section I of Part II of Schedule XIII.” “RESOLVED FURTHER THAT the Board of Directors or its Committee be and is hereby authorized to take such steps and do all such acts, deeds and things as may be necessary to give effect to the aforesaid resolution,”

10. “RESOLVED THAT pursuant to the provisions of Section 314(1 B) of the Companies Act 1956, the Company hereby accords its consent, subject to approval of the Central Government, to Mr. Shiraz Patel, a relative of Ms. Silloo Patel, Director of the Company, to hold/continue to hold office or place of profit at a monthly remuneration effective from the date as set out in the Explanatory Statement annexed hereto together with usual allowance and benefits amenities and facilities as per the rules of the Company within the same salary, scale or grade, with the authority to the Board of Directors or any of its Committee to sanction at its discretion increment within the grade as may be deemed fit and proper and in due course, promote to the next higher grade as the Board /Committee may deem fit and proper.” “RESOLVED FURTHER THAT the remuneration payable to Mr. Shiraz Patel as aforesaid will be subject to such modification as the Central Government may suggest or require which the Directors are hereby authorized to accept on behalf of the Company and which may be acceptable to Mr. Shiraz Patel and are not less favorable to the Company.”

1. To consider and adopt the audited Balance Sheet .as at March 31. 2009. Profit and Loss Account for the year ended on that date and of the Board of Directors and Auditors thereon.

2. To declare dividend on equity shares

3. To appoint a director in place of Shri C. P.Jain who retires by rotation and being eligible offers himself for re-appointment.

4. To appoint Auditors and to fix their remuneration and in this regard to consider and if thought fit. to pass with or without modifications(s); the following resolution as an Ordinary Resolution “RESOLVED THAT Ms. Chaturvedi &. Shah. Chartered Accountants and Ms. B S R&. Co. Chartered Accountants. ‘be are hereby appointed as the Statutory Auditors of the Company, to hold office from the conclusion this Annual General Meeting until the conclusion :of the next Annual General Meeting of the company, on such remuneration as may be fixed by the Board of Directors.”

5. “RESOLVED THAT pursuant to the provisions of Section 255 and other applicable provisions if any of the Companies Act, 1956 and such other approval(s) as may be necessary consent of the Company be and is hereby accorded to the appointment of Shri Anil Dhirubhai Ambani, as a Director not liable to retire by rotation.”

6. “RESOLVED THAT Shri P. N. Ghatalia, who was appointed as an Additional Director of the Company pursuant to Section 260 of the Companies Act. 1956 and Article 135 of the Articles of Association of the Company and who holds office 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 Companies Act. , 1956 proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

1. To receive, consider and adopt the audited Balance Sheet as at March 31, 2009 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.

2. To confirm interim dividends of Re. 0.30 and Re.0.355 per equity share of Re. 1 each, declared for the Financial Year ended March 31, 2009.

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

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

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

6. To re-appoint M/s. Price Waterhouse, Chartered Accountants, as Statutory Auditors and fix their remuneration for the financial year ending March 31, 2010.

I. “RESOLVED THAT pursuant to the provisions of Section 81(IA) and other applicable provisions, if any, of the Companies Act, 1956 (including any amendments thereto or re-enactment thereof) (“Companies Act”), the provisions of Chapter XIII-A ‘Guidelines for Qualified Institutions Placement’ of the SEBI (Disclosure and Investor Protection) Guidelines, 2000, as amended from time to time, (“SEBI Guidelines”), the listing agreements with each of the Stock Exchanges where the Company’s equity shares are listed (the “Listing Agreements”) and the provisions of the Foreign Exchange Management Act, 2000 (FEMA), Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended from time to time, and such other statutes, notifications, circulars, rules and regulations as may be applicable and relevant, and the Memorandum and Articles of Association of the Company, and subject to such approvals, consents, permissions and sanctions, if any, of the Government of India (the “GOI”), the Reserve Bank of India (the “RBI”), the Foreign Investment Promotion Board (the “FIPB”), the Securities and Exchange Board of India (the “SEBI”), Stock Exchanges and any other appropriate authorities, institutions or bodies, as may be necessary, and subject to such conditions as may be prescribed by any of them in granting such approvals, consents, permissions and sanctions which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee thereof, constituted or to be constituted), the Board be and is hereby authorised, in its absolute discretion, to create, offer, issue and allot, in one or more tranches, Equity Shares or Fully Convertible Debentures (FCDs) / Partly Convertible Debentures (PCDs) or any other securities (other than warrants), which are convertible into or exchangeable with the Equity Shares of the Company, at a later date (hereinafter collectively referred to as “Other Specified Securities” and together with Equity Shares referred to as the ‘Specified Securities’ within the meaning of the SEBI Guidelines) or any combination of Specified Securities as may be decided by the Board, for an amount up to USD 200 million (United States Dollars Two Hundred Million only) or its Indian Rupee equivalent, inclusive of such premium, as may be finalized by the Board, to Qualified Institutional Buyers (as deemed in the SEBI (Disclosure and Investor Protection) Guidelines, 2000 as amended from time to time) pursuant to a Qualified Institutions Placement, as provided under the SEBI Guidelines at such price being not less than the price determined in accordance with the pricing formula of the aforementioned SEBI Guidelines and such issue and allotment to be made on such terms and conditions as may be decided by the Board at the time of issue or allotment of the Specified Securities. RESOLVED FURTHER THAT the relevant date for the purpose of pricing of the Specified Securities proposed to be issued in accordance with the SEBI Guidelines, shall be the date of the meeting in which the Board (which expression includes any Committee

thereof constituted or to be constituted) decides to open the issue of the Specified Securities, subsequent to the receipt of shareholders’ approval in terms of Section 81(IA) and other applicable provisions, if any, of the Companies Act, 1956 and other applicable laws, regulations and guidelines in relation to the proposed issue of the Specified Securities, through a Qualified Institutions Placement in accordance with the SEBI Guidelines as mentioned in the Resolution above; RESOLVED FURTHER THAT: (i) the Specified Securities to be so created, offered, issued and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company; (ii) the Equity Shares proposed to be issued through the Qualified Institutions Placement in accordance with SEBI Guidelines or the Equity Shares that may be issued and allotted on conversion of the Other Specified Securities issued through a Qualified Institutions Placement as aforesaid shall rank pari passu with the then existing Equity Shares of the Company in all respects including dividend; and (iii) the number and/or conversion price in relation to Equity Shares that may be issued and allotted on conversion of Other Specified Securities that may be issued through a Qualified Institutions Placement in accordance with the SEBI Guidelines as mentioned above shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, split and consolidation of share capital, merger, demerger, transfer of undertaking, sale of division or any such capital or corporate restructuring. RESOLVED FURTHER THAT without prejudice to the generality of the above, subject to applicable laws and subject to approval, consents, permissions, if any of any governmental body, authority or regulatory institution including any conditions as may be prescribed in granting such approval or permissions by such governmental authority or regulatory institution, the aforesaid Specified Securities may have such features and attributes or any terms or combination of terms that provide for the tradability and free transferability thereof in accordance with the prevailing practices in the capital markets including but not limited to the terms and conditions for .issue of additional Specified Securities and the Board subject to applicable laws, regulations and guidelines be and is hereby authorized in its absolute discretion in such manner as it may deem fit, to dispose of such Specified Securities that are not subscribed.

1. To consider and adopt the Accounts of the Company for the financial year ended 31st March, 2009, the Balance Sheet as at that date and the Reports of the Directors and Auditors thereon.

2. To declare a dividend on equity shares for the financial year Ended March 31, 2009.

3. To appoint a Director in place of Mr. K.S Mehta

4. To Appoint a director in place of Mr. O Swaminatha Reddy

5. To appoint a Director in place of Mr. M.P Sarawagi

6. To consider and point Statutory Auditors for the year 2009 M/s R.S Agarwala & Co Chartered Accountants

7. “RESOLVED THAT Ms K.B. Chitrocar & Co., Chartered Accountants, Kathmandu, 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 2009- 10 and to hold office till the conclusion of the Next Annual General Meeting at a remuneration to be fixed Directors of the Company.”

8. “RESOLVED THAT Ms. R. S. Agarwalo & Co., Chartered Accountants, Bangalore, be and are hereby appointed as Branch Auditors for auditing the accounts of the Company’s Seaways for the year 2009- 10 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

9. Resolved That Mr. K Prabhakar who was appointed by the Board of Directors as Additional Director of the Company with effect, proposing his candidature for the office of Director of the Company be and is hereby appointed Director of the Company who will be liable to retire by rotation.

10. To the provisions of the Sections 198,269 and 309 read with Schedule XIII, and other applicable provisions, if any, of the Companies Act, 1956 and subject to approval of the Central Government, if required, the appointment of Mr. K. Prabhakar as Whole time Director of the appointed as such by the Board of Directors on 22nd October 2008 for a period of three years

1. To receive and adopt the audited Balance Sheet as at 31st March, 2009 and the” Profit and Loss Account for the year ended on that date and the Reports of the Directors and the Auditors thereon.

2. To declare a dividend on Ordinary (Equity) Shares.

3. To appoint a Director in place of Mr. Deepak S. Parekh who retires by rotation and, being eligible, offers himself for re-election.

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

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

6. “RESOLVED that pursuant to section 224 of the Companies Act, 1956, Messrs. Deloitte Haskins & Sells, Chartered Accountants, the retiring Auditors of the Company, be re-appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting, until the conclusion of the next Annual General Meeting of the Company at a remuneration to be determined by the Board in addition to out of pocket expenses as may be incurred by them during the course of the Audit.”

7. RESOLVED that in accordance with the provisions of section 257 and all other applicable provisions, if any, of the Companies Act, 1956, Mr. Arun Kanti Dasgupta who was appointed as a Director in the casual vacancy caused by the resignation of Mr. Thomas Mathew T. and who ceases to hold office as per the provisions of section 262 of the Companies Act, 1956 at the ensuing Annual General Meeting and in respect of whom the Company has received a Notice in writing proposing his candidature for the office of Director, be appointed a Director of the Company, liable to retire by rotation.”

8. RESOLVED that in Super session of the Resolution passed by the Shareholders at the 57th Annual General Meeting of the Company held on 28th July, 2003

1. To consider and adopt the audited Balance Sheet as at March 31, 2009, the Profit and Loss Account for the year ended on that date and the reports of the Board of Directors and Auditors’ thereon.

2. To declare dividend on equity shares.

3. To appoint a Director in place of Shri Satish Seth who retires by rotation and being eligible offers himself for re-appointment.

4. To appoint a Director in place of Shri S C Gupta who retires by rotation and being eligible offers himself for re-appointment,

5. To appoint a Director in place of Shri V R Galkar who retires by rotation and being eligible offers himself for re-appointment.

6. “RESOLVED THAT Price Waterhouse, Chartered Accountants and Chaturvedi & Shah, Chartered Accountants, be and are hereby appointed as 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 of the Company, on such remuneration as may be fixed by the board of directors.”

1. Receive, consider and adopt the audited Balance Sheet as at March 31, 2009 and the Profit and Loss Account for the year ended on that date and the Reports of the Directors and Auditors thereon

2. To declare a Final Dividend on equity shares.

3. Appoint a Director in place of Mr. B C Prabhakar, who retires by rotation and being eligible, offers himself for reappointment.

4. Appoint a Director in place of Mr. William Arthur Owens who retires by rotation and being eligible, offers himself for re-appointment.

5. Appoint a Director in place of Dr Jagdish N Sheth who retires by rotation and being eligible, offers himself for re-appointment.

6. RESOLVED that Ms. 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 Auditors and Compliance 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 Compliance Committee or such other officer of the Company as may be approved by the Board/Committee.

7. RESOLVED THAT pursuant to the resolutions passed under the provisions of Sections 269, 309, 311 and other applicable provisions, if any, of the Companies Act, 1956, approval of the members of the Company be and is hereby accorded to the re-appointment of Mr. Azim H. Premji as Chairman and Managing Director (designated as “Chairman”) of the Company with effect from July 31, 2009 until July 30, 2011 as well as the payment of salary, commission and perquisites (hereinafter referred to as “remuneration”), upon the terms and conditions of the said reappointment and/or agreement, in such manner as may be agreed to between the Board of Directors and Mr. Azim H. Premji, RESOLVED FURTHER that the remuneration payable to Mr. Azim H. Premji shall not exceed the overall ceiling of the total managerial remuneration as provided under Section 309 of the Companies Act, 1956 or such other limits as may be prescribed by the Government from time to time

1. To discuss, approve and adopt the Audited Balance Sheet of the Bank as at 31st March 2009, Profit & Loss account for the year ended 31st March 2009, 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.

2. To declare dividend for the financial year 2008-09.

3. “RESOLVED THAT pursuant to the provisions of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and the Canara Bank (Shares and Meetings) Regulations, 2000 and subject to the approvals, consents, sanctions, if any, of the Reserve Bank of India (“RBI”), the Government of India (“GOI”), the Securities and Exchange Board of India (“SEBI”), and / or any other authority as may be required in this regard and subject to such terms, conditions and modifications thereto as may be

prescribed by them in granting such approvals and which may be agreed to by the Board of Directors of the Bank and subject to the regulations / guidelines, if any, prescribed by the RBI, SEBI, and all other relevant authorities from time to time and subject to the Listing Agreements entered into with the Stock Exchanges where the equity shares of the Bank are listed, consent of the shareholders of the Bank be and is hereby accorded to the Board of Directors of the Bank (hereinafter called “the Board” which shall be deemed to include any Committee which the Board may have constituted or hereafter constitute to exercise its powers including the powers conferred by this Resolution) to offer, issue and allot (including with provision for reservation on firm allotment and/or competitive basis of such part of issue and for such categories of persons as may be permitted by the law then applicable) by way of an offer document/ prospectus or such other document, in India or abroad, such number of equity / preference shares / securities (in accordance with the guidelines framed by RBI, specifying the class of preference shares, the extent of issue of each class of such preference shares, whether perpetual or redeemable or irredeemable and the terms & conditions subject to which each class of preference shares may be issued) of the face value of Rs.10 each and in any case not exceeding 109 Crores (One Hundred and Nine crores Only) and aggregating to not more than Rs.1090 Crores (Rupees One Thousand and Ninety Crores) which together with the existing Paid-up Equity share capital of Rs410 crores amounts to Rs1500 crores, being the ceiling in the Authorised Capital of the Bank as per section 3 (2A) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 or to the extent of enhanced Authorised Capital as per the Amendment (if any), that may be made to the Act in future, in such a way that the Central Government. shall at all times hold not less than 51% of the paid-up Equity capital of the Bank, whether at a discount or premium to the market price, in one or more tranches, including to one or more of the members, employees of the Bank, Indian nationals, Non-Resident Indians (“NRls”), Companies, private or public, investment institutions, Societies, Trusts, Research organizations, Qualified Institutional Buyers (“QIBs”) like Foreign Institutional Investors (“FIIs”), Banks, Financial Institutions, Indian Mutual Funds, Venture Capital Funds, Foreign Venture Capital Investors, State Industrial Development Corporations, Insurance Companies, Provident Funds, Pension Funds, Development Financial Institutions or other entities, authorities or any other category of investors which are authorized to invest in equity/preference shares/securities of the Bank as per extant regulations/guidelines or any combination of the above as may be deemed appropriate by the Bank.

1) To receive and adopt the Director Report and Audited Profit and Loss Account for the year ended March 31,2009 and the Balance Sheet as at that date together with the report of the Auditors thereon.

2) To declare dividend on Equity Shares.

3) To appoint a Director in place of Mr. lshaat Hussain who retires by rotation and is eligible for re-appointment.

4) To appoint a Director in place of Mr. Nihal Kaviratne, CBE who retires by rotation and is eligible for re-appointment.

5) To appoint a Director in place of Ms. Vinita Bali who retires by rotation and is eligible for re-appointment.

6) To appoint a Director in the place of Mr. V Parthasarathy who was appointed as a Director by the Board of Directors in the casual vacancy caused by the resignation of Mr. S. Susai, with effect from October 20,2008 and whose term is up to the date of this Annual General Meeting under Section 262 of the Companies Act, 1956 read with Article 118 of the Articles of Association of the Company, and who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Companies Act, 1956 from a shareholder proposing his candidature for the office of Director.

7) To appoint a Director in the place of Mrs. Hema Ravichandar who was appointed as an Additional Director by the Board of Directors with effect from March 30,2009 and who holds office up to the date of this Annual General Meeting under Section 260 of the Companies Act, 1956 read with Article 117 of the Articles of Association of the Company, and who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Companies Act, 1956 from a shareholder proposing her candidature for the office of Director.

8) To appoint a Director in the place of Mr. R.Poornalingam who was appointed as an Additional Director by the Board of Directors with effect from March 30, 2009 and who holds office up to the date of this Annual General Meeting under Section 260 of the Companies Act, 1956 read with Article 117 of the Articles of Association of the Company, and who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Companies Act, 1956 from a shareholder proposing his candidature for the office of Director.

9) To appoint a Director in the place of Mrs. Anita Praveen who was appointed as an Additional Director by the Board of Directors with effect from June 1, 2009 and whose term is up to the date of this Annual General Meeting under Section 262 of the Companies Act, 1956 read with Article 118 of the Articles of Association of the Company, and who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Companies Act, 1956 from a shareholder proposing her candidature for the office of Director.

10) “RESOLVED that M/s. Deloitte Haskins & Sells be and hereby are appointed as Auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting, to audit the Accounts of the Company for the financial year 2009-1 0, including audit of Cash Flow Statements, on a remuneration to be mutually decided upon between the Board of Directors of the Company and the Statutory Auditors.”

1. To receive, consider and adopt the Balance Sheet as at March 31,2009 and the Profit and Loss Account for the year ended on that date and the Report of the Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. Ch. G Krishna Murthy, who retires by rotation and, being eligible, offers himself for reappointment.

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

4. To appoint Mis. S R Batliboi & Associates, Chartered Accountants, Hyderabad, the retiring auditors, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting on such remuneration as may be determined by the Board.

5. “RESOLVED THAT pursuant to the provisions of sections 198, 269, 309, 310, 316, Schedule XIII and all other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modifications or re-enactment thereof that may hereafter be made by the Central Government) and subject to approval of the Central Government, if any, and based on the recommendations of the Remuneration Committee and the Board of Directors of the Company, approval of the Shareholders be and is hereby accorded for the re-appointment of Dr. G V Krishna Reddy as Chairman & Managing Director of the Company for a further period of 5 (Five) years with effect from 14th October, 2008

1, To discuss, approve and adopt the Audited Balance Sheet of the Bank as at 31.03.2009, Profit and Loss Account of the Bank for the year ended 31st March 2009, 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.

2. To declare Annual Dividend on Equity Shares for the Financial Year 2008-09.

1. To receive consider and adopt the audited Balance Sheet as at 31st March 2009 and the Profit and Loss Account (other year ended 31st March, 2009 and the Reports of the Directors and the Auditors of the Company.

2. To declare dividend on equity Shares for the year ended 31st March, 2009.

3. To appoint a Director place of Mr. R.C. Bhargava; who retires office by rotation, and being eligible, offers himself for reappointment.

4. To appoint a Director in place of Mrs. Rajashree Birla, who retires from office by rotation, and being eligible, offers herself for re-appointment.

5. To appoint a Director in place of Mr. Cyril Shroff, who retires from office by rotation, and being eligible; offers herself for re-appointment.

6. “Resolved that MIs G.P.Kapadia & Co., Chartered Accountants, Mumbai and MIs Deloitte Haskitls& Sells, Chartered Accountants, Mumbai be and are hereby (1) appointed as the Joint Statutory Auditors of the Company under Section 224 and other applicable provisions, if any, of the Companies Act, 1956 to hold office as such from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company, at a remuneration of Rs.80,00,000 (Rupees Eighty lacs only), to be shared by them in such proportion as maybe decided by the Audit Committee of the Board of Directors of the Company, plus service tax as applicable and reimbursement of actual out of pocket expenses, as may be incurred in the performance of their duties.” B. “RESOLVED that pursuant to the provisions of Section 228 and other applicable. provisions, if any, of the Companies Act 1956, MIs Vidyarthi& Sons, Chartered Accountants, Gwalior be and are hereby re-appointed as Branch Auditors of the Company, to audit the Accounts in respect of the Company’s Vikram Woollens Division, to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting of the Company at a remuneration of Rs.75,000 (Rupees Seventy five thousand only) plus service tax as applicable and reimbursement of actual out of pocket expenses, as may be incurred in the performance of their duties.

7. To appoint Mr. A.K. Dasgupta (who was appointed as an Additional Director by the Board of Directors pursuant to Article 129 of the Company’s Articles of Association and who holds office under the said Article and Section 260 of the Companies Act, 1956 only up to the date of this meeting, and in respect of whom the Company has received a notice in writing along with a deposit of Rs.500/- under Section 257 of the said Act, from a member signifying his intention to propose Mr. A.K. Dasgupta as a candidate for the office of Director) as a Director fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of Section 257 and all other applicable provisions, if any, of the Companies Act, 1956, Mr. A.K. Dasgupta be and is hereby elected and appointed as a Director of the Company liable to retire by rotation.”

8. To appoint Mr. D.D. Rathi (who was appointed as an Additional Director by the Board of Directors pursuant to Article 129 of the Company’s Articles of Association and who holds office under the said Article and Section 260 of the Companies Act, 1956 only up to the date of this meeting, and in respect of whom the Company has received a notice in writing along with a deposit of Rs.500/- under Section 257 of the said Act, from a member signifying his intention to propose Mr. D.D. Rathi as a candidate for the office of Director) as Director of the Company and to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Section 257 and all other applicable provisions, if any, of the Companies Act, 1956, Mr. D.o. Rathi be and is hereby elected and appointed as a Director of the Company liable to retire by rotation.”

1. To receive, consider and adopt the Audited Profit and Loss Account for the year ended March 31, 2009 and the Balance Sheet as at that date together with the Report of the Board of Directors and the Auditors thereon.

2 To declare a dividend on ordinary shares.

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

4. To appoint a Director in the place of Mr. N. A. Soonawala who retires by rotation and is eligible for re-appointment.

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

6. To appoint a Director in place of Ms. Amavaz Aga who was appointed as an Additional Director of the Company with effect from November 7, 2008, by the Board of Directors and who holds office up to the date of the forthcoming Annual General Meeting of the Company under Section 260 of the Companies Act, 1956 (the Act) but who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Act from a Member proposing her candidature, for the office of the Director of the Company.

7. To appoint a Director in place of Mr. Nadir Godrej who was appointed as an Additional Director of the Company with effect from November 7, 2008 by the Board of Directors and who holds office up to the date of the forthcoming Annual General Meeting, of the Company under Section 260 of the Companies Act, 1956 (the Act) but who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Act from a Member proposing his candidature, for the office of the Director of the Company.

8. “RESOLVED THAT pursuant to the provisions of Section 224A and other applicable provisions, if any, of the Companies Act, 1956, MIs Deloitte Haskins & Sells, Chartered Accountants, and MIs. N. M. Raiji & Company, Chartered Accountants, be and are hereby re-appointed as Joint 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, to examine and audit the Books of Account of the Company for the financial year 2009-10 on such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors, plus reimbursement of service tax, out-of-pocket and traveling expenses actually incurred by them in connection with the audit.”

9. RESOLVED THAT the provisions of Section 309 and other applicable provisions, if any, of the Companies Act, 1956, a sum not exceeding 1% per annum of the net profits of the Company calculated in accordance with the provisions of Sections 198, 349 and 350 of the Act, be paid to and distributed amongst the Directors of the Company or some or any of them other than the Managing Director and the Whole-time Director(s in such amounts or proportions and in such a manner as may be directed by the Board of Directors of the Company and such payments shall be made in respect of the profits of the Company for each year of the period of five years commencing 1st April, 2009.”

1) To receive, consider and adopt the audited Balance Sheet as at 31 March 2009 and the Profit & Loss Account for the financial year ended as on that date along with Auditors and Directors Report thereon.

2) To declare dividend

3) To consider and if thought fit, to appoint a Director in place of Mr. Pawan Kumar Gupta who retires by rotation and being eligible offers himself for reappointment.

4) To consider and if thought fit, to appoint a Director in place of Mr. Rajan Jetley who retires by rotation and has not offered himself for reappointment.

5) “RESOLVED that MIs. R. Batliboi & Co., Chartered Accountants, be and are hereby reappointed 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 or any Committee thereof.”

6) “ “RESOLVED that pursuant to the provisions of Section 2l7 of the Companies Act, 1956, and all other applicable provisions, if any, Mr. Phlroz Vandrevala, who was appointed as additional director pursuant to section 260 Companies Act, 1956, be and is hereby appointed as Director of the Company, whose position of office shall be liable to determination by retirement of Directors by rotation.

7) “RESOLVED that pursuant to the provisions of sections 198,289,309,310,311 (Other applicable provisions, if any, of the Companies Act, 1968 read with Schedule XIII, or such other approvals as maybe required In this regard, Mr. Vlmel Kishore Kaushlk be and Is hereby re-appointed as the Managing Director of the Company with effect from 1 November 2008 for a period of five years or attaining the age of superannuation whichever Is earlier, not liable to retire by rotation.

8) “RESOLVED that pursuant to Section 94 and other applicable provisions, if any, of the Companies Act, 1956, the Authorised Share Capital of the Company be and Is hereby increased by adding thereto 10,00,00,000 (Ten Crore) Equity Shares of Rs. 2/- each and the existing clause V of the Memorandum of Association of the Company be and Is hereby substituted as follows :- The Authorised Share Capital of the Company is Rs. 100,00,00,000/- (Rupees One Hundred Crores Only) divided into 45,00,00,000 (Forty Five Crores) Equity Shares of Rs. 2 each and 1,00,00,000 (One Crore) preference shares of Rs.101- (Rupees Ten) each.

9) “RESOLVED that In accordance with Section 81(1A) and all other applicable provisions, If any, of the Companies Act, 1956 (Including any statutory modification or reenactment thereof for the time being In force), as also provisions of Securities and Exchange Board of India (Disclosure & Investor Protection) Guidelines, 2000, as amended the provisions of the Foreign Exchange Management Act, 1999, as amended, and rules and regulations, Including the Foreign Exchange Management (Transfer and Issue of Securities by a Person Resident outside India) Regulation, 2000, If applicable, any other applicable law or laws, rules and regulations (Including any amendment thereto or re-enactment thereof for the time being In force) and enabling provisions In the Memorandum and Articles of Association of the Company and Listing Agreements, entered Into by the Company with the Stock Exchanges where the shares of the Company are listed and subject to the approval of, if applicable, including but not limited to, Government of India, Reserve Bank of India, Securities and Exchange Board of India and/or all other authorities, Institutions or bodies, within or outside India, (hereinafter collectively referred to as appropriate authorities) and subject to such conditions as may be prescribed by any of them while granting such approval (hereinafter referred to as requisite approvals), the Company do create, offer, Issue and allot in one or more tranche(es), in the course of domestic or international offerings or qualified Institutional placements, with or without an over allotment/green shoe option, In one or more foreign markets or domestic markets, to domestic institutions, foreign Institutions, non-resident Indians, Indian public companies, corporate bodies, mutual funds, banks, Insurance companies, pension funds, Individuals, qualified Institutional buyers or other persons or entities, whether shareholders of the Company or not, through a public Issue within the and/or on a private placement basis and/or qualified institutional placement within the meaning of Chapter XIIIA of the SEBI Guidelines and/or preferential issue within the meaning of chapter XIII of the SEBI Guidelines and/or any other kind of public Issue and/or private placement, with or without an over allotment/green shoe option, equity shares, preference shares, secured or unsecured debentures, bonds, warrants or any other securities whether convertible into equity shares or not, Including, but not limited to, Mandatory Convertible Preference Shares (“MCPS”) and or Foreign Currency Convertible Bonds ( “FCCBs” ) and or Non Convertible Debentures (“NCDs”) with or without attached share warrants which are convertible Into or exchangeable with equity shares and or Partly Convertible Debentures (“PCDs”) and or Optionally Convertible Debentures (“OCDs”) and or Fully Convertible Debentures (“FCDs”) and or Bonds with share warrants attached which are partly or fully, mandatory or optionally, convertible Into or exchangeable with equity shares and or Global Depositary Receipts (“GDRs”) and or American Depositary Receipts (“ADRs”) or any other equity related Instrument of the Company or a combination of the foregoing including but not limited to a combination of equity shares with Bonds and/or any other securities whether convertible Into equity shares or not as may be premed by law (hereinafter referred to as “securities”), whether secured or unsecured, to be listed on any stock exchange In India or any stock exchange outside India If required, through an offer document and/or prospectus and/or offer letter, and/or offering circular, and/or on public and/or private or preferential basis, whether rupee-denominated or denominated In any foreign currency, provided that the aggregate of the premium, If any, shall not exceed Rs. 1500,00,00,000 (Rupees One Thousand Five Hundred Crores).

1. To adopt the audited Balance Sheet as of March 31st 2009

2. To appoint a Director in place of Shri S Rao

3. To appoint a Director in place of Shri L Bajaj

4. To pass the following Resolutions: Resolved That Price Waterhouse Coopers are hereby appointed as statutory auditors of the Company

5. To amend the Articles of Association by inserting Clause 87 after Clause 86 with the following “the Company shall continue to hold equity stake in Suzen Power Limited and Chitiangi power Private Ltd such that the two remain subsidiaries of the company

1. To consider and adopt the audited Balance Sheet as at March 31, 2009, the Profit and Loss Account for the year ended on that date and the reports of the Board of Directors and Auditors’ thereon.

2 To appoint a director in place of Dr Akhil Dholakia who retires by rotation and being eligible, offers himself for re-appointment.

3. “RESOLVED THAT Pathak H D & Associates, Chartered Accountants, be and are hereby appointed as auditors of the Company, to hold office conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company, on such remuneration as may be fixed by the, Board of Directors.

4. “RESOLVED THAT pursuant to of Sections 16, 94 and all other applicable provisions, if any, of the Companies Act, 1,956 (any statutory modification or re-enactment thereof for the time being in force), the Share Capital of the Company of Rs 1500,00,00,000 (Rupees one thousand five hundred crore), divided into 20 ,00,00,000 equity shares of Rs 1 (Rupees five) each and 100,00,00,000 (one hundred) shares of Rs 5 (Rupees five) each be and is hereby increased to Rs 2000,00,00,000 (Rupees two thousand crore) divided into 300,00,00,000 (three hundred crore) equity shares of Rs 5 .(Rupees five) each and 100,00,00,000 (one hundred crore) unclassified shares of Rs 5 (Rupees five) each with the power to the Board to decide on the extent of variation in such rights and re-classify time to time such shares.

RESOLVED FURTHER THAT the Memorandum of Association the Company be and is hereby altered by substituting the clause V thereof by the following clause V: The Authorised Share Capital of the Company is Rs 2000,00,00,000 (Rupees two thousand crore) 300,00,00,000 equity shares of Rs 5 (Rupees five each and 100,00,00,000 (one hundred crore), unclassified shares of Rs 5 (Rupees five) each with the power to the Board to increase to reduce the capital of the Company and/or the nominal value of the shares and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or, privileges or conditions with or without voting rights, as may be determined by or in accordance with the Articles of Association of the Company or as may be decided by the Board of Directors or the Company in General Meeting, as applicable, in conformity with the provisions of the Act and to vary, modify, amalgamate or abrogate any such rights, privileges or conditions and to consolidate or sub-divide the shares and to issue shares of higher or lower denominations in such manner as may for the time being be provided by the articles of Association of the Company.’

5. “RESOLVED THAT pursuant to the provisions of Section 31 and all other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force), the existing Articles of Association of the Company be and is hereby altered by substituting the existing Article 3 with the following Article: 3. The Authorised Share Capital of the Company shall be as per clause V of the Memorandum of Association of the Company, with the power to the Board to increase or reduce the capital of the Company and/or the nominal value of the shares and to divide the shares in the capital for the time being into societal classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions with or without voting as may be determined by or in accordance with the Articles of Association of the Company or as may be decided by the Board of Directors of the Company in General Meeting, as applicable, in conformity with the provisions of the Act and to vary, modify, amalgamate or abrogate any such rights, privileges or conditions and to consolidate or sub-divide the shares and to issue shares of higher or lower denominations in such manner as may be, the time being be provided by the Articles of Association of the Company. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorised to take all such steps and actions and such directions as may be in its absolute discretion deem necessary and to settle any question that may in this regard.”

1. To receive, consider and adopt the audited Profit and Loss Account for the financial year ended on March 31, 2009, the Balance Sheet as at that date together with the reports of the Board of Directors and Auditors, thereon.

2. To declare dividend.

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

4. To appoint a Director in place of Dr. Valentin A.H. von Massow, who retires by rotation and, being eligible, offers himself for re-appointment.

5. To appoint B.K. Khare & Co., Chartered Accountants, as Statutory 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 and to authorise the Audit Committee of the Board of Directors to fix their remuneration.

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2009, the Profit & Loss Account for the year ended on that date together with the Reports of the Directors and the Auditors thereon.

2. To declare dividend on Equity Shares.

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

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

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

6. “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”.

7. “RESOLVED THAT notice of intention to propose Sri A J Jaganathan for appointment as a Director having been received from a member under Section 257 of the Companies Act, 1956, Sri AJ Jaganathan, 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 liable to retire by rotation”.

8. RESOLVED THAT in pursuance of the provisions of Sections 198,269,309,310,311,314 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), read with Schedule XIII to the Act and subject to such other approvals, consents as may be required, the consent of the Members of the Company be and is hereby accorded for the re-appointment of Sri A S N Raju, as a Whole time Director of the Company for a period of 5 (five) years with effect from May 01, 2009

9. “RESOLVED THAT in pursuance of the provisions of Sections 198, 269, 309, 310, 311, 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), read with Schedule XIII to the Act and subject to such other approvals, consents as may be required, the consent of the Members of the Company be and is hereby accorded for the re-appointment of Sri R N Raju, as a Whole time Director of the Company for a period of 5 (five) years with effect from May 01,2009, on the terms & conditions of remuneration as set out in the Explanatory Statement annexed to the notice convening the meeting with liberty to the Board of Directors (hereinafter referred to as ‘the Board” which term shall be deemed to include the HR & Compensation Committee constituted by the Board) to alter and vary the terms & conditions of the said appointment and / or the remuneration, subject to the same not exceeding the limits specified in Schedule XIII to the Companies Act, 1956, including any statutory modification or re-enactment thereof for the time being in force or as may hereafter be made by the’ Central Government in that behalf from time to time, or any amendments thereto”.

“RESOLVED FURTHER THAT in pursuance of the provisions of Section 198(4) and other applicable provisions, if any, of the Companies Act, 1956, Sri R N Raju Whole time Director, may be paid the above mentioned remuneration as minimum remuneration in the event of absence or inadequacy of profits in any financial year during his term of office as Whole time Director, in accordance with the provisions of Schedule XIII to the Companies Act, 1956”.

10. (a) “RESOLVED THAT pursuant to Section 81(1A) 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 enabling provisions of the Articles of Association of the Company, the Listing Agreements entered into with the Stock Exchanges and subject to the provisions of Chapter XIIIA of the SEBI (Disclosure and Investor Protection) Guidelines, 2000, as amended (“SEBI DIP Guidelines”), the provisions of the Foreign Exchange Management Act, 1999 and the Foreign Exchange Management (Transfer or issue of security by a Person Resident Outside India) Regulations, 2000, as amended, applicable rules, regulations, guidelines or laws and/or any approval, consent, permission or sanction of the Central Government, Reserve Bank of India any other appropriate authority(s) institution(s) or body(s ) (hereinafter collectively referred to as the “appropriate authorities”), and subject to such conditions as may be prescribed by anyone of them while granting any such approval, consent, permission, and / or sanction (hereinafter referred to as the “requisite approvals”), which may be agreed to by the Board of Directors of the Company (hereinafter called the “Board” which term shall be deemed to include the Executive Committee of the Board of Directors of the Company or any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the power conferred by this resolution), the Board be and is hereby authorised to issue, offer and allot equity shares/ fully convertible debentures/ partly convertible debentures / non convertible debentures with warrants/ any other Securities (other than warrants), which are convertible into or exchangeable with equity shares on such date as may be determined by the Board but not later than 60 months from the date of allotment (collectively referred to as “QIP Securities /Securities”), to the Qualified Institutional Buyers (QIBs) as per the SEBI DIP Guidelines, on the basis of placement document(s), at such time or times in one or more tranche or tranches, at par or at such price or prices, and on such terms and conditions and in such manner as the Board may, in its absolute discretion determine, in consultation with the Lead Managers, Advisors or other intermediaries, subject however to the condition that amount so raised by the issue of QIP Securities shall not exceed in the aggregate a sum of Rs.550 crores (Rupees Five hundred and fifty crores) including a greenshoe option of Rs. 50 Crores to QIBs as per the pricing formula stipulated under the said SEBI DIP Guidelines.

1. To receive, consider, approve and adopt the audited Balance Sheet as at March 31, 2009, Profit and Loss Account for the year ended on that date and reports of Directors and Auditors.

2. To declare dividend for the year ended March 31, 2009.

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

4. To appoint a Director in place of Ms. Vinita Gupta, who retires by rotation and is eligible for re-appointment.

5. To appoint auditors to hold office from the conclusion of the Twenty Seventh Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

6.“RESOLVED THAT Mr. Nilesh Gupta, who holds office up to the date of this meeting, be and is hereby appointed a Director of the Company.”

7. “RESOLVED THAT pursuant to the provisions of Section 31 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 subject to such approvals as may be necessary, the Articles of Association of the Company (Articles) be and are hereby altered as follows:- 1. Article 2 of the existing Articles shall be substituted with the following: — 2. (a) The marginal notes hereto shall not affect the construction hereof. In Interpretation these presents, unless there be something in the subject or context inconsistent therewith

8. “RESOLVED THAT in addition to all 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 thereof for 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.5000 million (Rupees five thousand million only) lent and advanced to be lent and advanced by them, together with interest, compound interest, additional interest, liquidated damages, premium 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.

1. To receive, consider and adopt the Audited profit and Loss Account for the year ended 31st March, 2009 and the Balance Sheet as at that date together with the Reports of the Directors and the Auditors thereon.

2. To declare a dividend on Equity Shares.

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

4. To appoint a Director in place of Dr it S Vachha, who retires by rotation and is eligible for re-appointment.

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

6. To appoint Auditors and fix their remuneration.

7. Appointment of Mr. A K Basu as Director

8. Appointment of Branch Auditors “RESOLVED that pursuant to the provisions of Section 228 and other applicable provisions, if any, of the Companies Act, 1956 (the Act), Hoda Vasi Chowdhury & Co., Bangladesh, the retiring Branch Auditors of the Bangladesh 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 until 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 Bangladesh for the financial year 2009-10 on such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Branch Auditors plus reimbursement of service tax, traveling and out-of-pocket expenses.

1. To receive, consider and adopt the Profit and Loss Account for the year ended March 31,2009, the Balance Sheet as at that date and the Reports of Directors and Auditors attached thereto.

2. To declare a dividend.

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

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

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

6. To appoint a Director in the place of Dr V Sumantran who retires by rotation under Article 106 of the Articles of Association of the Company and who, being eligible, offers himself for re-appointment

7. To appoint Auditors and fix their remuneration. The retiring Auditors M S Krishnaswami & Rajan, Chartered Accountants, and Messrs Deloitte Haskins & Sells, Chartered Accountants are eligible 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 Messrs M S Krishnaswami & Rajan, Chartered Accountants, and Messrs 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 till the conclusion of the next Annual General Meeting on a remuneration of Rs.15 lakhs (Rupees fifteen lakhs only) each, in addition to reimbursement of out-of-pocket expenses..

8. To raise long term resources. RESOLVED THAT in accordance with the provisions of Section 81 and other applicable provisions, if any, of the Companies Act 1956, in terms of the provisions of SEBI Act, FEMA and Rules and Regulations made there under, and any other laws for the time being in force, and subject to such consents and approvals as may be necessary, and subject to such conditions and modifications as may be considered necessary by the Board of Directors (hereinafter referred to as “Board”, which term shall be deemed to include any Committee of the Board of Directors constituted for this purpose, to exercise the powers conferred on the Board by this resolution) or as may be prescribed or made, in granting such consents and approvals agreed to by the Board, the consent of the Company be and is hereby accorded to offer, issue and allot in one or more tranches, either in the course of international offerings or otherwise, to foreign Institutions, foreign investors collaborators, non-resident Indians, corporate bodies, mutual funds, banks, insurance companies, pension funds or others wherever located, whether shareholders of the Company or not, through a Rights Public issue and/or on a private placement basis, equity shares and/or equity shares in the form of Global Depository Receipts (GDRs), and/or securities convertible into equity shares and/or securities linked to equity shares and/or securities with or without detachable share warrants, and/or Foreign Currency Convertible Notes (FCCNs) and/or Bonds with Share Warrants attached and/or such other hybrid other securities, as may be available (hereinafter collectively referred to as “Securities”), secured or unsecured, so however, that the total amount raised through the aforesaid Securities should not exceed Rs. 750 crores (Rupees Seven hundred and fifty crores only), of incremental funds for the Company.

9. To increase Authorised Share Capital. RESOLVED that the Authorised Share Capital of the Company be increased from Rs. 150,00,00,000 (Rupees one hundred fifty crores only) to Rs. 200,00,00,000 (Rupees two hundred crores only) by the creation of 50,00,00,000 Equity Shares of Rs. 11- each ranking in all respects pari passu with the existing equity shares. RESOLVED FURTHER THAT the Company’s Memorandum of Association be and is hereby altered by substituting the following to the present clause V thereof: “V. The Capital of the Company is Rs.200,00,00,000 (Rupees two hundred crores only) divided into 200,00,00,000 shares of Rs.1I- each.”

10. To alter the Article of Association. RESOLVED THAT Regulation 3 of Articles of Association be and is hereby altered as follows: 3. The Capital of the Company’s Rs.200,00,00,000 (Rupees two hundred crores only) divided into 200,00,00,000 equity shares of Rs.11- each.

1. To receive, consider and adopt the Audited Profit and Loss Account for the year ended 31st March, 2009 and the Balance Sheet as at that date together with the Reports of the Directors and the Auditors thereon.

2. To declare a dividend on Equity Shares.

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

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

5. To appoint a Director in place of Mr. Dr Yoginder K Alagh, who retires by rotation and is eligible for re-appointment.

6. To appoint Auditors and fix their remuneration.

8. Appointment of Mr. Eknath A. Kshisagar as Director

9. Appointment of Mr. R Mukundan as Director

10. Appointment of Mr. R Mukundan as Execution/Managing Director

11. APPOINTMENT OF MR. KAPIL MEHAN AS A DIRECTOR

12. APPOINTMENT OF MR. KAPIL IIIEHAN AS AN EXECUTIVE DIRECTOR

13. APPOINTMENT OF MR. P. K. GHOSE AS A DIRECTOR

14. APPOINTMENT OF MR. P. K. GHOSE AS AN EXECUTIVE DIRECTOR

1. To receive, consider and adopt the audited Balance Sheet as at 31 March 2009 and the Profit and Loss Account of the Company for the period ended on that date together with the reports of the Directors and Auditors thereon.

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

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

4. To appoint M/s. S. R. Batliboi & Associates, 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 fix their remuneration.

5. ‘RESOLVED THAT Ms Jann Brown who was appointed as an additional Director of the Company by the Board of Directors with effect from 19 December 2008, under Section 260 of the Companies Act, 1956 (the Act) and holds office 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 from a member proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company, whose term of office shall not be liable to retirement by rotation.”

6. ‘RESOLVED THAT Mr. Edward T. Story who was appointed as an additional Director of the Company by the Board of Directors with effect from 18 March 2009 under Section 260 of the Companies Act, 1956 (the Act) and holds office 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 from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, whose term of office shall be liable by retirement by rotation.”

7. ‘RESOLVED THAT pursuant to the provisions of Section 61 of Companies Act, 1956 and other applicable provisions of the laws, rules and regulations for the time being in force, the consent of the Members be and is hereby accorded to the Board of Directors of the Company for making changes in the terms of the Prospectus dated 22 December 2006 (the “Prospectus”) filed by the Company with the Registrar of Companies, Maharashtra, Mumbai to enable transfer of the unutilized balance of Rupees 4,449 million inter-se to the object category of “Development” from other object categories as under :

RESOLVED FURTHER THAT the Board of Directors or a Committee thereof be and is hereby authorised to invest the funds, pending utilization for the purpose as described in the Prospectus, in principal protected funds, derivative linked debt instruments, other fixed and variable instruments, index based debt instruments, rated and unrated debentures and bonds and any other interest bearing instruments over and above instruments as stated in the Prospectus including deleting, adding, amending or in any way varying the terms of any object(s) specified in the prospectus.”

1. To receive, consider and adopt the audited Balance Sheet of the Company as at March 31, 2009 and the Profit & Loss Account for the year ended on that date together with the Reports of the Directors and Auditors thereon.

2. To declare a dividend on Equity Shares for the year ended March 31, 2009.

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

4. To appoint a Director in place of Ms. Minoti Bahri, who retires by rotation and, being eligible, offers herself for re-appointment.

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

6.“RESOLVED THAT pursuant to Section 224 and other applicable provisions, if any, of the Companies Act, 1956, MIS Goel Garg & Co., Chartered Accountants, the retiring Auditors of the Company, be and are hereby re-appointed as 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.” (b) To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an ordinary resolution: “RESOLVED THAT pursuant to Section 228 and other applicable provisions, if any, of the Companies Act, 1956, MIS. A. Zalmet, Certified and Legal Public Accountant, Libya, be and are hereby re-appointed as Auditors for the Company’s Office in Libya to hold office from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting on such remuneration and other terms and conditions as may be determined by the Board of Directors.