ii) SPECIAL RESOLUTIONS PASSED IN THE PREVIOUS THREE AGMS :

(a) In the AGM on 29th June, 2007 : No Special Resolution was transacted.

(b) In the AGM on 29th June, 2006 : No Special Resolution was transacted.

(c) In the AGM on 30th June, 2005 :
(i) For payment of sitting fees, to the directors of the company [excluding Director & Secretary] for attending any meeting of the Board of Directors or any Committee thereof pursuant to clause 49(I)(B) of the Listing Agreement.

(ii) For payment of commission to the Directors of the Company at the rate of 1 % of the net profit of the company to be divided amongst them equally but not exceeding Rs.15 Lacs in every financial year computed as per Section 198(1) of the Companies Act, 1956 for a period of 5 years w.e.f. 1st April, 2005.


(iii) No Special Resolution was passed during the financial year ended 31st March, 2008 through Postal Ballot.

(iv) Presently, no Special Resolution is proposed to be conducted through Postal Ballot in the ensuing AGM.

(v) Disclosure for reappointment/ appointment of Directors:

Resume and other information of the Directors retiring by rotation & getting reappointed as required to be disclosed under Clause 49(IV)(G)(i) of the Listing Agreement is as under:

a) Shri B. K. Birla, aged about 87 years, is among the top industrialists in the Country and is well known for his dynamism, enterprise and leadership qualities, which has helped him in building his successful business group. He is chairman of Century Textiles & Industries Ltd., jay Shree Tea & Industries Ltd., Century Enka Ltd. and holds directorship in Pilani Investment & Industries Ltd. and is also associated with many Charitable Trusts and Educational Institutions for good of the society at large.

b) Smt. Manjushree khaitan, is a Post Graduate in English Literature. As an Industrialist she has been associated with chemical industry, tea and coffee plantations, information technology industry since last several years. She is the Chairperson of Manjushree Plantations Ltd. She is a member of Share transfer Committee and chairperson of Manjushree plantation Ltd. She is a member of Share Transfer Committee and chairperson of Remuneration Committee in Manjushree Plantations Ltd. She is the Honorary Consulate of Austria in Kolkata.

Besides above, she is also associated with many day and residential schools in and outside Kolkata. She has been actively involved with Sangit Kala Mandir for last many years. She is a member of Board of Governor & General Body of Birla Institute of Technology Sciences, Pilani.

The shares held by the above Directors have already been disclosed under the caption Composition of Board of Directors under serial no. I. B(i) above. Shri B.K.Birla, Chairman of the Company, Shri K.G. Maheshwari and Smt.Manjushree Khaitan are related to each other.