1. To consider and adopt the account of the Company for the financial year ended 31st March 2005,the audited Profit and Loss Account for the year ended on that date, together with the Reports of the Board of Directors & Auditors thereon.
2. To elect a director in place of Mr. A.Venkatramani, who retires by rotation and being eligible offers himself for re-election.
3. To elect a director in place of Mr. P Raghuraman, who retires by rotation and being eligible offers himself for re-election.
4. To appoint Auditor and fix his remuneration. (Mr.G.Parthasarathy, Auditor is eligible to be re-reappointed.)

RESOLVED THAT pursuant to Sections 16, 94 and all other applicable provisions, if any, of the Companies Act, 1956 (including any amendment/s to or re-enactment thereof), the existing Clause V of the Memorandum of Association of the Company, relating to Authorised Share Capital be altered by substituting the same with the following Clause V:

V. The Authorized Share Capital of the Company is Rs.225,00,00,000 (Rupees Two Hundred and Twenty Five Crores only) divided into 225,00,00,000 (Two Hundred and Twenty Five Crores only ) equity shares of Re.1/- (Rupee one only) each, with power to increase or reduce the capital of the Company 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 special rights, privileges or conditions, as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify, amalgamate or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Act or the Articles of Association of the Company.

6. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution.

RESOLVED THAT pursuant to Section 31 and all other applicable provisions, if any, of the Companies Act, 1956 (including any amendment/s to or re-enactment thereof), the existing Article 4 of the Articles of Association of the Company be altered by substituting the same with the following Article 4 :

4. The Authorised share capital of the Company is Rs.225,00,00,000 (Rupees Two Hundred and Twenty Five crores) divided into 225,00,00,000 (Two Hundred and Twenty Five crores) equity shares of Rs.1 (Rupee One) each with power to increase or reduce the capital of the Company 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 special rights, privileges or conditions to such shares as may be determined by or in accordance with these Articles and to vary, modify, amalgamate or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Act or these Articles

7. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution.

"RESOLVED that in accordance with the provisions of Section 81 (1) (A) and other applicable provisions, if any, of the Companies Act, 1956 as also of any other applicable 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 the Listing Agreements entered into by the Company with the Stock Exchanges where the shares of the Company are listed and subject to such approvals, consents, permissions and sanctions of the Government of India, Reserve Bank of India, Securities and Exchange Board of India ( SEBI) and all other appropriate authorities concerned and subject to such conditions and modifications 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 ("Board") (which terms shall be deemed to include any Committee which the Board may have constituted or hereafter constitute for the time being exercising the powers conferred on the Board by this resolution),which the Board be and is hereby authorized to accept, if it thinks fit in the interest of the Company, the consent of the Company be and is hereby accorded to the Board of offer, issue, and allot Global Depository Receipts (GDRs) / American Depository Receipts (ADRs) / Foreign Currency Convertible Bonds (FCBs) / Equity shares / warrants and / or instruments convertible into Equity shares optionally or otherwise (hereinafter referred to as "Securities") subscribed in foreign currency to permitted investors(whether institution and/or incorporated bodies and/or individual or otherwise, and whether or not such investors are members of the Company) for an aggregate sum up to US$ 25 million or equivalent in Indian and / or any other currency (ies) inclusive of such premium as may be permitted by the Ministry of Finance / such other authorities, to all eligible investors including Indian / Foreign / Resident / Non resident Investors (whether Institutions, Incorporated Bodies, Mutual Funds / Trusts / Foreign Institutional Investors / Banks and / or otherwise, whether or not such investors are members, promoters, directors or their relatives / associates, of the Company) through Public Issue(s), Private Placement(s), preferential allotment(s) by way of cash or stock swap or towards acquisition of business or a combination thereof at such time or times in such tranche or tranches at such price or prices at a discount or premium to market price or prices in such manner and on such terms and conditions as may be deemed appropriate by the Board at the time of such issue or allotment considering the prevailing market conditions and other relevant factors, wherever necessary in consultation with the Lead Managers, Underwriters, advisors or including by way of Initial Public Offer in US or other countries, so as to enable the Company to get listed at any Stock Exchange in India and / or Luxembourg / London / New York / Singapore / Hong Kong Stock Exchange and / or any of the Overseas Stock Exchanges."