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8.To consider and if thought fit, to pass the following resolution, with or without modifications as a Special Resolution :

"RESOLVED THAT in super-session of all the resolutions passed by the Company, approval of the Company be and is hereby accorded to the Company pursuant to Section 293(1) (d), and subject to the Articles of Association of the Company, to borrow from time to time any sum or sums of money which, together with the money already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company's lenders in the ordinary course of business) may exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set aside for any specific purpose, provided that the total amount so borrowed by the Board and outstanding at any time shall not exceed Rs.500 Crores.

9. To consider and if thought fit, to pass the following resolution, with or without modifications as a Special Resolution :

"RESOLVED THAT the consent of the Company be and is hereby accorded pursuant to Section 293(1)(a) and other applicable provisions of the Companies Act, 1956 to the creation by the Board of Directors on behalf of the Company of such fixed or floating charge, lien, mortgage, pledge, or other encumbrance over the whole or any part of the undertaking, property, or assets of the Company in favour of the existing and future lenders, including banks, financial institution and other person /bodies corporate on all or any of the immovable and/or movable properties of the Company both present and future of every nature and kind whatsoever to secure the current and future borrowings upto an aggregate amount of Rs.500 Crores (excluding overdraft / cash credit and similar facilities from bankers) of the Company."

"RESOLVED FURTHER THAT subject to the Articles of Article of Association of the Company, the Board of Directors of the Company be and is hereby authorized to execute such documents or writings for creating mortgage and /or charge as aforesaid and to do all such acts, deeds, matters and things as may be deemed to be necessary or expedient for giving effect to the resolution".

10. To consider, and if thought fit, to pass the following Resolution with or without modifications as a Special Resolution

"RESOLVED THAT the approval of the Company be and is hereby accorded to the Company pursuant to the relevant provisions of the Companies Act, 1956 and subject to the Articles of Association of the Company, to issue Non Convertible Debentures (NCD) upto Rs.100 Crores from time to time."

"RESOLVED THAT the Board be and is hereby authorized to finalize the mode and the terms of issue as may be issued and allotted referred to in the paragraph(s) above as may be necessary in accordance with the terms of offering and all such debentures with such rights to interest as may be provided under the terms of issue."

11. To consider, and if thought fit, to pass with or without modifications, the following resolution as a SPECIAL RESOLUTION.

"RESOLVED THAT in accordance with the provisions of Section 372A and other applicable provisions, if any, of the Companies Act, 1956, or of any other law for the time being in force, and subject to the approval of the Central Government, wherever necessary, the Board of Directors of the Company be and is hereby authorized to make any loan to any body corporate; give any guarantee, or provide security, in connection with a loan made by any other person to, or to any other person by, any body corporate; and acquire, by way of subscription, purchase or otherwise the securities of any other body corporate; in excess of the limits prescribed under Section 372 A, as they may, in their absolute discretion deem beneficial and in the interest of the Company upto an aggregate amount of Rs.300 Crores".

APPOINTMENT OF A DIRECTOR

12. To consider, and if thought fit, to pass with or without modifications, the following resolution as an ORDINARY RESOLUTION.

"RESOLVED THAT Mr. S. Ramanathan, FICWA, Chennai for whom a Notice has been received from a Shareholder under Section 257 of the Companies Act, 1956 be and is hereby appointed as a Director of the Company whose period of office shall be liable to determination of by retirement of Directors by rotation."

 
 
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