SPECIAL RESOLUTION FOR AMENDING THE OBJECTS CLAUSE OF THE MEMORANDUM OF ASSOCIATION

“RESOLVED that pursuant to the provisions of Section 17 of the Companies Act, 1956, Clause III being the objects clause of the Memorandum of Association of the company be and is hereby altered as follows :

(i) To substitute the following sub-clause in place of the existing sub-clause (h):

(h) to borrow or raise money or to invite, receive or accept money on deposit for the purposes of the company (not amounting to the business of banking as defined under the Banking Regulation Act, 1949) in such manner and upon such terms and conditions as may seem expedient and to secure or arrange the repayment thereof by the company and create, issue and allot redeemable or irredeemable bonds, mortgages or other instruments, mortgage debentures, secured or unsecured debentures issuable or payable either at par or at premium or discount or as partly or fully paid and for any such purposes to charge all or any part of the property and profits of the company both present and future including its uncalled capital.

(ii) The following new sub-clauses be and are hereby added after the sub-clause 3(de):

(df) to carry on the business of manufacturers and processors of and dealers in paper, pulp and boards of all kinds and articles made from paper, pulp and boards of every description and materials or chemicals or agents used in the manufacture or treatment of paper and board including card boards and their by-products.

(dg) To carry on the business of manufacturers, installers, maintainers and repairers of and dealers in mechanical, electrical and electronic audio visual appliances, and apparatus of every description and of in radio, television, telecommunication requisites and suppliers of dynamos, accumulators, lamps and all apparatus now known or that may be invented in connection with the generation, accumulation, distribution and supply and employment of electricity including all cables, wires and appliances and glasses, cells, integrated circuits, electric posts, autometers, and other electrical and electronics apparatus and appliances and stores of all kinds.

(dh) To manufacture, sell, distribute, deal or trade in electrical and mechanical goods, equipments, accessories, components spares of all kinds, mechanical devices, wagons, tanks, galvanised iron pipes, conduit pipes.

(di) To carry on the business of and act as merchants, traders, commission and mercantile agents, clearing agents, shipping agents whether within or outside the territory of the Union of India and to import, export, buy, sell, barter, exchange, pledge, make advance upon or otherwise deal in goods, produce, articles and merchandise including capital and consumable goods.

(dj) To carry on the business of and as general electrical and mechanical engineers, founders, fabricators, manufacturers and dealers in iron, steel and alloys, engineering, mechanical and electrical apparatus and goods plants and machineries and equipments of various kinds and the manufacture, sale or hire of apparatus and goods, to which the application of electricity or any other power is or may be useful, convenient, ornamental or otherwise necessary.

(dk) To manufacture, produce, use, buy and sell and otherwise deal or trade in any and all metallurgical, electro chemical and electro thermal products in elemental, alloy or composite forms and all or any formulate compositions, consisting or partly consisting of the foregoing or any of them and all or any converted or fabricated products and articles of the foregoing or any of them.

(dl) To carry on the business as manufacturers and dealers of different kinds of cement, portland cement, cement products and building materials.

(dm) To carry on the business of financial and investment consultants, agents, underwriters and to render financial and management services.

(iii) The following sub-clauses be and are hereby added after the existing subclause m(iii):

m(iv) To sub-let all or any contracts from time to time and upon such terms and conditions as may be thought expedient.

m(v) To establish, provide, maintain or conduct otherwise schools, colleges, research laboratories, technical management and cultural institutions and experimental workshops for scientific and technical research and development and undertake experiments and carry on scientific and technical researches, experiments and tests of kinds, to promote studies and researches, scientific and technical investigations and innovations and developments by providing, sponsoring, subsidising or assisting laboratories, workshops, libraries, lecture meetings, seminars and conferences and by providing or contributing to the remuneration of scientific or technical professors, experts or otherwise qualified and competent persons and by providing or contributing to the award of scholarships, prizes, grants to students or otherwise and generally encourage, promote and reward studies, researches, investigations, experiments, tests and inventions of any kind that may be considered likely to assist any business which the company is authorised to carry on.

m(vi) To insure any of the properties, undertakings, contracts, guarantees or obligations of the company of every nature and kind in any manner whatsoever.

m(vii) To promote, carry on, maintain and develop, trade of all kinds, industrial and financial relations of every kind and description in all matters with the objects of the company.

m(viii) To subscribe, contribute, pay, transfer or guarantee money for or to dedicate, donate, present or otherwise dispose of either voluntarily or for value, any moneys or properties of the company to or for the benefit of any public, local, general or useful objects, purposes or institutions or for any exhibition or for any purpose which may be considered likely directly or indirectly to further the objects of the company or the interests of its members.

m(ix) To carry on any other trade, business, or undertaking which it may seem to the company capable of being conveniently carried on in connection with any of the company’s objects or calculated directly or indirectly to enhance the value of or render profitable any of the company’s property or rights or which it may be advisable to undertake with a view to improving, developing, rendering valuable or turning to account any property movable or immovable belonging to the company or in which the company may be interested.

m(x) To subscribe for, underwrite, purchase or otherwise acquire, and to hold, dispose of and deal with the shares, stocks, securities and evidences of indebtedness or of the rights to participate in profits, assets or other similar documents issued or to be issued by any Government authority, corporation or body, or by any other company and any option or rights in respect thereof.

m(xi) To acquire debentures, debenture stock bonds, obligations or securities by original subscription, participation in syndicates, tender, purchase, exchange or otherwise and to subscribe for the same either conditionally or otherwise and to guarantee the subscription thereof and to exercise, enforce all rights and powers conferred by or incident to the ownership thereof.”

Explanatory Statement

Your Board has to consider from time to time proposals for diversification into areas which would be profitable for the company as part of diversification plans. For the purpose the objects clause of the company which is presently very restricted in scope, requires to be so made out as to cover a wide range of activities to enable your company to consider embarking upon new projects and activities considered to be convenient, advantageous and feasible for the company’s business. Certain incidental powers are also being added for the convenience of the Company’s operations. Your Directors recommend that the special resolution be passed.

None of the Directors of the Company is interested or concerned in the said resolution except as members of the Company.