To receive, consider, approve and adopt the audited Balance Sheet as at March 31, 2007, Profit and Loss Account for the year ended on that date and reports of Directors and Auditors.

To declare dividend for the year ended March 31, 2007.

To appoint a Director in place of Dr. Kamal K. Sharma, who retires by rotation and is eligible for re-appointment.

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

To appoint a Director in place of Mrs. M. D. Gupta, who retires by rotation and is eligible for re-appointment.

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

To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution for the appointment of Mr. Edward R. Roberts as a Director, in respect of whom notices have been received from certain members proposing his name for appointment as a Director: “RESOLVED THAT Mr. Edward R. Roberts, who holds office up to the date of this meeting be and is hereby appointed a Director of the Company.”

To consider and adopt the audited Balance Sheet as at 31” March, 2007, Profit and Loss Account for the fifteen months period ended on that date and the Reports of the Board of Directors and Auditors’ thereon.

To declare dividend on equity shares.

To appoint Auditors and to fix their remuneration and in this regard, to consider and if thouqht fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT M/s. Chaturvedi & Shah, Chartered Accountants and M/s. BSR & Co, Chartered Accountants, be and are hereby appointed as the 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 remunerationn as may be fixed by the Board of Director

To consider and, if thought fit, to pass with or without modification(s), 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 including any statutory modification(s) or reenactment thereof for the time being in force) Shri Anil D. Ambani, who was appointed as an Additional Director of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956, be and is hereby appointed as Director of the Company, not liable to retire by rotation in terms of the provisions of Article 46 of the Articles of Association of the Company.”

To consider and, if thought fit, to pass with or without modification(s), the followinq 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 (including any statutory modification(s) or re-enactment thereof for the time beinq in force) Prof, J. Ramachandran, who was appointed as an Additional Director of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956, be and is hereby appointed as Director of the Company, liable to retirement by rotation in terms of the provisions of the Articles of Association of the Company.”

To consider and, if thouqht fit, to pass with or without modifications, 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 (including any statutory modification(s) or re-enactment thereof for the time beinq in force) Shri S. P. Talwar, who was appointed as an Additional Director of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956, be and is hereby appointed as Director of the Company, liable to retirement by rotation in terms of the rovisions of the Articles of Association of the Company.”

To consider and, if thought fit, to pass with or without modification(s), 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 (including any statutory modification(s) or re-enactment thereof for the time beinq in force) Shri Deepak Shourie, who was appointed as an Additional Director of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956, be and is hereby appointed as Director of the Company, liable to retirement by rotation in terms of the provisions of the Articles of Association of the Company.”

To consider and if thouqht fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee, which the Board may constitute for this purpose), be and is hereby authorised, in accordance with Section 293(1) (dl of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) and the Articles of Association of the Company, to borrow any sum or sums of money (including non fund based facilities) from time to time at their discretion, for the purpose of the business of the Company, from any one or more banks, financial institutions and other persons, firms, bodies corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) may, at any time, exceed up to three times of the then paid-up capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose) and that the Board be and is hereby empowered and authorised to arrange or fix the terms and conditions of all such monies to be borrowed from time to time as to interest, repayment, security or otherwise as they may, in their absolute discretion, think fit.”

To receive, consider and adopt the Audited Balance Sheet as at 31St March, 2007 and the Profit & Loss Account for the year ended 31 March, 2007 and the Reports of the Directors’ and Auditors’ thereon.

To note, confm and ratify payment of dividend on equity shares for the year ended 31 March, 2007.

To appoint a Director in place of Mr. J. P. Nayak, who retires by rotation and, being eligible, offers himself for re-appointment.

To appoint a Director in place of Mr. Y. M. Deosthalee, who retires by rotation and, being eligible, offers himself for re-appointment.

To appoint a Director in place of Mr. Kumar Mangalam Birla, who retires by rotation and, being eligible, offers himself for re- appointment.

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 224 and other applicable provisions, if any, of the ompanies Act, 1956, Ws. G. P. Kapadia & Co., Chartered Accountants, Mumbai be and are hereby re-appointed as Joint Statutory Auditor of the Company, and MIS. Deloitte Haskins & Sells, Chartered Accountants, Mumbai be and are hereby appointed, as the other Joint Statutory Auditor of h e Company in place of Ws. S. B. Billimoria & Co., Chartered Accountants, Mumbai who have intimated to the Company their inability to be re-appointed as Joint Statutory Auditors of the Company, both to hold office from the conclusion of the Seventh Annual General Meeting until the conclusion of the next Annual General Meeting at such remuneration to each of them, plus service tax as applicable and reimbursement of out-of-pocket expenses in connection with the audit as the Board of Directors may fix in this behalf.”

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 228 and other applicable provisions, if any, of the ompanies Act, 1956 (the “Act”), MIS. Haribhakti & Co., Chartered Accountants, Mumbai, be and are hereby re-appointed as the Branch Auditors of the Company, to audit the Accounts in respect of the Company’s Units at Jafrabad and Magdala in Gujarat and Ratnagiri in Maharashtra, to hold office from the conclusion of the Seventh Annual General Meeting until the conclusion of the next Annual General Meeting of the Company at such remuneration, plus service tax as applicable and reimbursement of out-of-pocket expenses in connection with the audit as the Board of Directors may fix in this behalf. RESOLVED FURTHER THAT the Board be and is hereby authorised to appoint Branch Auditors of any other Branch 1 Unit of the Company, which may be opened I acquired hereafter, in India or abroad, in consultation with the Company’s Statutory Auditors, any person(s) qualified to act as Branch Auditor within the provisions of Section 228 of the Act and to fix their remuneration.”

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 260 and other applicable provisions, if any, of the companies Act, 1956 (the “Act”), Mr. S. Misra, who was appointed as an Additional Director by the Board of Directors of the Company and who holds office as such only up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing along with a deposit of Rs. 5001- pursuant to the provisions of Section 257 of the Act from a Member signifying his intention to propose Mr. Misra as a candidate for the office of Director of the Company, be and is hereby appointed as a Director of the Company.”

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 260 and other applicable provisions, if any, of the Companies Act, 1956 (the “Act”), Mr. N. J. Jhaveri, who was appointed as an Additional Director by the Board of Directors of the Company and who holds office as such only up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing along with a deposit of Rs. 5001- pursuant to the provisions of Section 257 of the Act from a Member signifying his intention to propose Mr. Jhaveri as a candidate for the office of Director of the Company, be and is hereby appointed as a Director of the Company liable to retire by rotation.”

To consider and, if thought fit, to pass, the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 163 and all other applicable provisions, if any, of the Companies Act, 1956 the Register of Members, Index of Members, Register of Debentureholders, Index of Debentureholders and other related books be kept at the premises of the Company’s Registrar and Transfer Agents viz. Sharepro Services (India) Private Limited, Satam Estate, 3d Floor, Above Bank of Baroda, Cardinal Gracious Road, Chakala, Andheri (East), Mumbai 400 099.”

To consider and if thought fit, to pass the following resolution with or without modifications as a special resolution: “RESOLVED THAT pursuant to the provisions of Section 372A and other applicable provisions of the Companies Act, 1956, Foreign Exchange Management Act, 1999, or any other law for the time being in force, directions issued by Reserve Bank of India and subject to such approvals, consents, sanctions and permissions of appropriate authorities, departments or bodies as may be necessary, consent of the Company be and is hereby accorded to Board of Directors of the Company to make loans to any body corporate, acquire by way of subscription, purchase or otherwise securities of any body corporate or give any guarantee or proyide any security in connection with loan made by any other person to, or to any other person by, any body corporate, in excess of 60 percent of the paid up share capital and free reserves of the Company or 100 percent of the free reserves of the Company, which ever is more as prescribed under section 372A, as detailed in the attached Explanatory Statement, as they in their absolute discretion deem beneficial and in the interest of the Company. RESOLVED FURTHER THAT for the purpose of giving effect to the above the Board of Directors of the Company be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory contractual or otherwise in relation to the above and to settle all matters arising out of and incidental thereto, and to sign and execute all deeds, applications, documents and writings that may be required, on behalf of the Company and also to delegate all or any of the above powers to the Committee of Directors or the Managing Director or the Company Secretary of the Company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution”

To consider and if thought fit, to pass the following resolution with or without modifications as a special resolution: “RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 1956, other applicable laws including Indian Trust Act, 1882 and subject to such regulatory approvals, consents, sanctions and permissions of appropriate authorities, departments or bodies as may be necessary, consent of the Company be and is hereby accorded to the Trustees of The Network 18 Trust (“Trust”) of which the Company is the Beneficiary to provide properties of the Trust as collateraVsecurity for funds raised by any of the group companies or raise funds within the Trust against the Trust’s property and make the funds available to group companies (on such terms and conditions as may be agreed between the Trust and the group companies) or provide its property as collateral security against fubds raisetl by other Trusts of which the Company is the Beneficiary or otherwise utilize the Trust property in an) wanner whatsoever to raise finance. The Trustees of the Trust are hereby authorized to qahe such amendments to the trust deed in accordance with the provisions of,applicable laws including the applicable provisions ~f the Indian Trust Act, 1882. RESOLVED FURTHER THAT the cdnsent of the Company is hereby also accorded tqTrustees of The Network 18 Trust of which the Company is the Beneficiary, to invest funds of The Network 18 Trust or give the properties of The Network 18 Trust as collateral/security for raising funds for investment in Media Venture Capital Trust and Media Venture Capital Trust II. RESOLVED FURTHER THAT for the purpose giving effect to this resolution, the Board of Directors of the Company be and is hereby authorized to finalize, settle and execute such documents ldeedslwritings/papers/agreements trust deeds as may be required and to do all acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard to implementing the aforesaid resolution and also to delegate all or any of the above powers to the Committee of Directors or the Managing Director or the Company Secretary of the Company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution”

The members are requested 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 the SEBI (Employee Stock Option Scheme and Employee Share Purchase Scheme) Guidelines, 1999, the consent of the shareholders of the Company be and is hereby granted to amend the Clause No.5 of the Employee Stock Option Plan (ESOP-2004) to increase the total number of Equity Shares available for Issue of options from 44,00,000 Equity Shares to such number of Equity Shares of,Rs. 10 each so as to grant one (1) additional bonus stock option for every two (2) stock options held by the Employees of the Company and Employees of the subsidiaries of the Company as on the record date of the bonus issue of the Company.

“RESOLVED THAT in accordance with the provisions of the SEBI (Employee Stock Optioln Scheme and Employee Share Purchase Scheme) Guidelines, 1999, the consent of the hareholders of the Company be and is hereby grantnd to amend the Clause No.5 of the Directors Stock Option Plan (DSOP-2005) to increase the total number of Equity Shares available for i:ssue of options from 10,00,000 to suett IlA.lmber of Equity Shares of Rs. 10 each so as to grant one (1) additional bonus stock option for ev.ery two (2) stock options held by the non executive Directors of the Company as on the record date of the bonus issue of the Company. RESOLVED FURTHER THAT the terms of the issue of bonus options as approved by the compensation Committee of the Board of the Directors of the Company, shall be as follows: a) For every two (2) options, each non executive Director will be entitled to one (1) additional bonus option. b) The vesting period of additional bonus options shall be the same as for the original options. c) The non executive Directors of the Company will not have to pay any additional arnount for the additional bonus options. As a result of the above, the option holder’s rights will substantially proportionate to the rights existing prior to the bonus issue

To consider and, if thought fit, to pass with or without modifications, the following res olution as a Special Resolution: “RESOLVED THAT, in suj:lercession of the resolution passed by the shareholders at the meeting held on 31d August, 2005 and pursuant to the provisions of Section 309 read with the provisions of Section 198 and other applicabl e provisions, if any, of the Companies Act, 1956 and Article 94 of the Articles of Association of the Company, consent of the shareholderso.f the Company be and is hereby accorded to pay and distribute commission on net profits of the Company to all of the non-executive Direc:tors of the Company calculated in accordance with the provisions of Sections 198, 349 and 350 of the Companies Act, 1956 for a period of 3 years with effect from 1 April, 2007 at a rate which shall not exceed 1% of the net profits of the Company. FURTHER RESOLVED THAT the amount of Commission “.yableto eac:h non-executive Director shall be determined by the Board of Directors on such basis as it may deem appropriate, in this regard.

To receive, consider and adopt the Audited Profit and Loss Account for the year ended 31st March, 2007 and the Balance Sheet as at that date together with the Report of the Board of Directors and the Auditors thereon.

To declare Dividend on Ordinary Shares.

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

To appoint a Director in the place of Dr. T. Mukherjee who retires by rotation and is eligible for re-appointment.

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

To appoint auditors and fix their remuneration.

To appoint a Director in the place of Mr. James Leng who was appointed an Additional Director of the Company by the Board of Directors with effect from 17th May, 2007 under Section 260 of the Companies Act, 1956, (the Act) and who holds office upto the date of the forthcoming Annual General Meeting but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director under the provisions of Section 257 of the Act.

To appoint a Director in the place of Mr. Philippe Varin who was appointed an Additional Director of the Company by the Board of Directors with effect from 17th May, 2007 under Section 260 of the Companies Act, 1956, (the Act) and who holds office upto the date of the forthcoming Annual General Meeting but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director under the provisions of Section 257 of the Act.

To appoint a Director in the place of Mr. Jacobus Schraven who was appointed an Additional Director of the Company by the Board of Directors with effect from 17th May, 2007 under Section 260 of the Companies Act, 1956, (the Act) and who holds office upto the date of the forthcoming Annual General Meeting but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director under the provisions of Section 257 of the Act.

To appoint a Director in the place of Dr. Anthony Hayward who was appointed an Additional Director of the Company by the Board of Directors with effect from 17th May, 2007 under Section 260 of the Companies Act, 1956, (the Act) and who holds office upto the date of the forthcoming Annual General Meeting but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the off ice of Director under the provisions of Section 257 of the Act.

Revision in terms of remuneration of Mr. 8. Muthuraman, Managing Director: To consider and, if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution : “RESOLVED that in partial modification of Resolution No. 11 passed at the Annual General Meeting of the Company held on 5th July, 2006 for the re-appointment and terms of remuneration of Mr. B. Muthuraman, Managing Director of the Company and in accordance with the provisions of Sections 198,269,309,310 and other applicable provisions, if any, of the Companies Act, 1956, the Company hereby approves of the revision in the maximum amount of salary payable to Mr. B. Muthuraman (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment) with authority to the Board of Directors to fix his salary within such maximum amount, increasing thereby, proportionately, all benefits related to the quantum of salary, with effect from 1 st April, 2007 for the remainder of the tenure of his contract as set out in the Explanatory Statement annexed to the Notice convening this Meeting.

Increase in the Authorised Share Capital To consider and, if thought fit, to pass with or without modification, the following Resolution as a Special Resolution: “RESOLVED that in accordance with the provisions of Section 94 and other applicable provisions, if any, of the Companies Act, 1956, (including any statutory modifications or re-enactments thereof, for the time being in force), the present authorised share capital of the Company be and is hereby increased from Rs. 2000,00,00,000 divided into 175,00,00,000 Ordinary Shares of Rs. 10 each and 2,50,00,000 Cumulative Redeemable Preference Shares of Rs. 100 each to Rs. 8000,00,00,000 divided into 175,00,00,000 Ordinary Shares of Rs. 10 each, 2,50,00,000 Cumulative Redeemable reference Shares of Rs. 100 each and 60,00,00,000 Cumulative Convertible Preference Shares of Rs. 100 each by creation of 60,00,00,000 Cumulative Convertible Preference Shares of Rs. 100 each.”

Alteration of the Memorandum of Association: To consider and, if thought fit, to pass with or without modification, the following Resolution as a Special Resolution: ‘RESOLVED that pursuant to the provisions of Section 16 and other applicable provisions, if any, of the Companies Act, 1956, (including any statutory modifications or re-enactments thereof, for the time being in force), the Clause 5 of the Memorandum of Association of the Company be and is hereby altered and substituted as follows : “5. The present authorised share capital of the Company is Rs. 8000,00,00,000 divided into l75,00,00,000 Ordinary Shares of Rs. 10 each, 2,50,00,000 Cumulative Redeemable Preference Shares of Rs. 100 each and 60,00,00,000 Cumulative Convertible Preference Shares of Rs. 100 each”.

Alteration of the Articles of Association: To consider and, if thought fit, to pass with or without modification, the following Resolution as a Special Resolution: ‘RESOLVED that pursuant to Section 31 and other applicable provisions, if any, of the Companies Act, 1956, (including any statutory modifications or re-enactments thereof, for the time being in force), the Articles of Association of the Company be altered in the manner that follows.”

Further lssuance of Securities: To consider and, if thought fit, to pass with or without modification, following Resolution as a Special Resolution: “RESOLVED that pursuant to the provisions ot Sect~on 81 (1A) and otner applicable provisions, if any, of the Companies Act, 1956 (including any amendment thereto or re-enactment thereof), and in accordance with the provisions of the Memorandum and Articles of Association of the Company, Foreign Exchange Management Act, 2000 (FEMA), Foreign Excnange Management (Transfer or issue of security by person resident outside India) Regulations, 2000 and Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depositary Receipt Mechanism) Scheme 1993 and the regulations/guidelines, if any, prescribed by the Securities and Exchange Board of India, Reserve Bank of India.”

Change In place of keeping Registers and Records: To consider and, if thought fit, to pass with or without modification, the following Resolution as a Special Resolution : “RESOLVED that in supersession of Special Resolutions Nos. 1 1,14 and 1 1 passed at the Annual General Meetings of the Company held on 13th August, 1985,12th August, 1986 and 17th August, 1989, respectively, and pursuant to sub-section (1) of Section 163 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) (the Act), the Company hereby approves that the Registers and Indexes of Members and Debentureholders and copies of all Annual Returns prepared under Section 159 of the Act, together with the copies of certificates and documents required to be annexed thereto under Section 161 of the Act or any one or more of them, be kept at the Registered Office of the Company.

Appointment of Branch Auditors: To consider and, if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution : RESOLVED that pursuant to the provisions of Section 228 and other applicable provisions, if any, of the Companies Act, 1956, (the Act), Messrs Deloitte 81 Touche, Singapore, the retiring Branch Auditors of the Singapore 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 upto 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 Singapore for the financial year 2007-08 on such remuneration as may be mutually agreed upon between the Board of Directors and the Branch Auditors, plus reimbursement of VAT, out-of-pocket, travelling and living expenses, incurred in connection with the audit.

Receive, consider and adopt the audited Balance Sheetas at March 3~, 2007 and the Profit and Loss Account for the year ended on that date and the Reports of the Directors and Auditors thereon.

Confirm the payment of Interim Dividend and to declare a Final Dividend on equity shares.

Appoint a Director in place of Mr. Narayanan Vaghul who retires by rotation and being eligible, offers himself for re-appointment.

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

Consider and if thought fit, to pass with or without modification, the following resolution as ORDINARY RESOLUTION: RESOLVED that M/s. 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 Audit 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 the Audit Committee of the Board or such other officer of the Company as may be approved by the Board/Committee.

Consider and if thought fit, to pass with or without modification, the following resolutions as ORDINARY RESOLUTIONS: 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, 2007 until July 30, 2009 as well as the payment of salary, commission and perquisites (hereinafter referred to as “remuneration”), upon the terms and conditions as detailed in the statement attached hereto, which explanatory is hereby apProved and sanctioned with authority to the Board of Directors to alter and vary the terms and OnPitionsof the said re-appointment and/or agreement, in such manner as may be agreed to between the Board of Directors and Mr. Azim H. Premji,

Consider and if thought fit, to pass with or without modification, the following resolutions as SPECIAL RESOLUTIONS: RESOLVED THAT pursuant to the approval of the Committee and the Board of Directors of the Company, provisions of Section 314(1 B) read with Director’s Relatives (Office or Place of Profit) Rules, 2003 and all other applicable provisions, if any, of the Companies Act, 1956 and subject to the consent of the Central Government, approval of the members be and is hereby accorded to the appointment of Mr Rishad Premji, son of Mr Azim premji, Chairman of the Company, to hold and continue to hold an Office or Place of Profit as Business Manager- Mortgage Practice (or any other designation and roles which the Board of Directors of the Company may decide from time to time) on such remuneration, increments and positions and other terms and conditions as set out in the Explanatory statement attached to this notice.

Consider and If thought fit, to pass with or without modification, the following resolutions as SPECIAL RESOLUTIONS: RESOLVED THAT pursuant to the SEi:lIJEmployee Stock Option Scheme and Employee Stock Purchase Scheme) Guideline~, 1999 and allgmer applicable statutory prQvisions, approval of the members of the Company be and is hereby accorded to carry out the following amendments to Wipro Employee Stock Option Plan 1999, Wipro Employees Stock Option Plan 2000, ADS Stock Option Plan.2000, Wipro Restricted Stock Unit Plan 2004, ADS ,Restricted Stock Unit Plan, 2004 and Wipro Restricted Stock Unit Plan, 2005 with effect from April 1, 2007.

Condisider, If thought fit, to pass with or without modification, the following resolutions as SPECIAL RESOLUTIONs: RESOLVED THAT pursuant to the provisions of Section 81(1A) and all Other applicable provisions of the Companies Act, 1956, including the relevant circulars aM notificatiOns issued by the Reserve Bank of India (“the RBI”) SEBI (Employee Stock Option cheme and Employee Stock Purchase Scheme, Guidelines, 1999) (“the SEBI,ESOP Guidelines”) issued by Securities and Exchange Board .oflndia on Employee Stock Option and Stock Purchase Plans and the Memorandum of Assodationand Articles of Association of Wipro Limited (“the Company) and subject to the approval, consent,permission and/or sanction, if any, of the appropriate authorities/institution or bodies as.may. be necessary and subject to such terms and conditions as may be prescribed/imposed

To receive, consider and adopt the Balance Sheet as at March 31,2007 and the Profit and Loss Account for the financial year ended on that date along with the Reports of the Auditors and Directors thereon.

To declare dividend on equity shares.

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

To appoint a Director in place of Mr. Amit SPlarma, who retires by rotation and, being eligible, offers himseif for re-appointment.

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 remuneratlon. M/s Price Waterhouse, Chartered Accountants, the retiring Auditors, are eligible for reappointment.

“RESOLVED THAT pursuant to Section 16 and Section 94 of the Companies Act, 1956, and other appllcable prodslons of the Companies Act, 1956, the Authonsed Share Capital of the Company be and is hereby Increased from Rs 45,00.00,000 (RupeesFortyFiveCrores)divided into 4,50,00,000eqLHtysharesof Rs 10 (Rupees Ten) each to Rs 75,00,00,000 (Rupees Seventy Five Crores) divided Into 7,50,00,000 equlty shares of Rs 101- (Rupees Ten) each and consequently the exlstlng Clause V of the Memorandum of Association of the Company be and IS hereby attered by deletmg the same and substituting In its place and instead thereof, the followlng as new Clause V.

“RESOLVED THAT pursuant to the provlslons of Section 31 and other applicable provlslons of the Companies Act. 1956. the Artlcles of Association of the Company, be and IS hereby altered by deleting the existlng Article 3 and substituting In its place and Instead thereof, the following new Artlcle 3: ‘The Authorised Share Capital of the Company shall be such as given in the Clause V of the Memorandum of Association oraltered, from time to time.”

RESOLVED : that in accordance with applicable provisions of the Companies Act, 1956, or any amendment or reenectment thereof and the provisions of the Articles of Association of the Company and recommendation of the Board of Directbrs and subject to the Foreign Exchange Management Act, 1999, Listing Agreement with the Stock Exchange($ and Guidelines issued by the Securities and Exchange Board of India (SEBI) in this behalf and subject to such approvals, consents, permissions and sanctions, as may be necesmy from appropriate authorities, on sent of Members of the Company be and is hereby accorded to the Board of Directors of the Company (‘the Board’, which term shall be deemed to include any Committee thereof) for capitalization of such sum standing to the credit of the Seculities Premium Account andlor General Reserve Account of the Company, as may be considered necessary by the Board, for the purpose of issue of Bonus Shares of Rs.l0/-(Rupees Ten) each, credited as fully paidup Equity Shares to the holders of the Equity Shares of the Company

“RESOLVED THAT subject to the provisions of Sections 198, 269, 309, 310, 31 1, 316, 317, Schedule Xlll and other applicable provisions, if any, of the Companies Act, 1956 (including any amendment andlor re-enactment thereof), the Cornpany hereby approves the appointment of Mr. Rajendra S Pawar as Managing Director, designated as Chairman & Managing Director, of the Company not liable to retire by rotation for a period of three years with effect from June 1,2007 on the terms and at remuneration as detailed in the explanatory statement annexed hereto.

“RESOLVED THAT pursuant to paragraphs (B) and (C) of Section II (1) of Part II of Schedule Xlll and other applicable provisions, if any, of the Companies Act, 1956, and subject to such approvals as may be necessary, the Company be and is hereby authorized to pay minimum remuneration, as detailed in the Explanatory Statement, to Mr. Rajendra S Pawar, Chairman & Managing Director for that financial year, in which there is inadequacy or absence of profits during the period of three years from the effective date of his appointment.”

“RESOLED THAT subject to the provisions of Sections 198, 269,309,310,311,316,317, Schedule Xlll and other applicable provisions, if any, of the Companies Act, 1956 (including any amendment and/or re-enactment thereof), the Company hereby approves the appointment of Mr. h i n d Thakur as Joint Managing Director, designated as Chief Executive Officer 8 Joint Managing Dirgctor, of the Company not liable to retire by rotation for a period of three years with effect from June 1. 2007, on the terms and at remuneration as detailed in the explanatory statement annexed hereto.

“RESOLVED THAT pursuant to paragraphs (B) and (C) of Section II (1) of Part II of Schedule Xlll and other applicable provisions, if any, of the Companies Act, 1956, and subject to such approvals as may be nenecessrtly, the Company be and is hereby authorized to pay minimum remuneration, as detailed in the Explanatory Statement, to Mr Awhd Thakur, Chief Executive Officer & Joint Managing Director for that financial year in which there is inadequacy or absence of profits during the period of three years from the effective date of his appointment.”

To receive and adopt the audited Balance Sheet as at 3IH March, 2007 and the Profit and Loss Account for the year ended on that date and the Reports of the Directors and the Auditors thereon.

To note the payment of Interim Dividend on Ordinary Shares.

To declare a Final Dividend on Ordinary Shares.

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

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

To appoint a Director in place of Dr. A. S. Ganguly who retires by rotation and, being eligible, offers himself for re-election.

To appoint a Director in place of Mr. R. K. Kulkarni who retires by rotation and, being eligible, offers himself for re-election.

To conslder and, if thought fit, to pass, with or without modlfication(s), the following as an Ordinary Resolution: “RESOLVED that subject to the provisions of sections 224, 225 and other applicable provisions, if any, of the Companies Act, 1956, Messrs. Deloitte Haskins & Sells, Chartered Accountants be appointed as 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, in place of the retiring Auditors Messrs. A. F. Ferguson & Co., Chartered Accountants, to conduct the audit of the Accounts of the Company for the Financial Year 2007-08, at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors, plus service tax and out of pocket expenses.”

To consider and, if thought fi, to pass, with or without modiflcation(s), the following as a Special Resolution: “RESOLVED that pursuant to the provisions of sections 269, 198, 309, 31 0, 31 1 and all other applicable provisions of the Companies Act, 1956 (“the Act”) (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule Xlll of the Act and subject to the approval of the Central Government, if necessary, and such other approvals, permissions and sanctions, as may be required, and subject to such conditions and modifications, as may be prescribed or imposed by any of the authorities in granting such approvals, permissions and sanctions, approval of the Company be accorded to the reappointment of Mr. Anand G. Mahindra as the Managing Director of the Company designated as Vice-chairman & Managing Director for a period of five years with effect from 4mApril, 2007 on a salary of Rs.4,68,250 per month in the scale of Rs.4,68,000 to Rs.8,00,000 per month.

To consider and, if thought fit, to pass, with or without modification(s), the following as a Special Resolution: “RESOLVED that pursuant to the provisions of sections 269, 198, 309, 310, 31 1 and all other applicable provisions of the Companies Act, 1956 (“the Act”) (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule Xlll of the Act and subject to the approval of the Central Government, necessary, and such other approvals, permissions and sanctions, as may be required, and subject to such conditions and modifications, as may be prescribed or imposed by any of the authorities in granting such approvals, permissions and sanctions, approval of the Company be accorded to the re-appointment of each of the following as Executive Director (hereinafter collectively referred to as “the Executive Directors”) for a period and on terms indicated a inst their respective names:

To consider and, if thought fit, to pass, with or without modification(s), the following as an Ordinary Resolution: “RESOLVED that pursuant to section 94 and all other applicable provisions, if any, of the Companies Act, 1956, the Authorised Share Capital of the Company be increased from Rs.300,00,00,000 (Rupees Three Hundred Crores) divided into 27,50,00,000 Ordinary (Equity) Shares of Rs. 10 each and 25,00,000 Unclassified Shares of Rs 100 each to Rs.400,00,00,000 (Rupees Four Hundred Crores) divided into 37,50,00,000 Ordinary (Equity) Shares of Rs.10 each and 25,00,000 Unclassified Shares of Rs.100 each by the creation of additional 10,00,00,000 Ordinary (Equity) Shares of Rs.10 each.”

To consider and, if thought fit, to pass, with or without modification(s), the following as an Ordinary Resolution: “RESOLVED that pursuant to section 16 and all other applicable provisions, if any, of the Companies Act, 1956, Clause 5 of the Memorandum of Association of the Company be altered by substituting in its place and stead the following: The Authorised Share Capital of the Company is Rs.400,00,00,000 (Rupees Four Hundred Crores) divided into 37,50,00,000 Ordinary (Equity) Shares of Rs.10 each and 25,00,000 Unclassified Shares of Rs.100 each, with such ordinary preferential or deferred rights, privileges and other conditions attaching thereto as may be provided by the regulations of the Company for the time being in force and operation with power to increase or reduce the capital of the Company and to divide the shares in the capital for the time being original or increased into different classes and to conslidate or sub-divide such Shares and to convert Shares into Stock and reconvert the Stock into Shares and to attach to such Shares or Stock such ordinary preferential or deferred rights, privileges and other conditions as may be provided by the regulations of the Company for the time being in force and operation.’ “

To consider and, if thought fit, to pass, with or without modification(s), the following as a Special Resolution: “RESOLVED that pursuant to section 31 and all other applicable provisions, if any, of the Companies Act, 1956, Article 3 of the Articles of Association of the Company be substituted by the following: ‘3. The Authorised Share Capital of the Company is Rs.400,00,00,000 (Rupees Four Hundred Crores) divided into 37,50,00,000 Ordinary (Equity) Shares of Rs.10 each and 25,00,000 Unclassified Shares of Rs.100 each.’ “

To consider and, if thought fit, to pass, with or without modification(s), the following as a Special Resolution: “RESOLVED that pursuant to the provisions of the Securities and Exchange Board of lndia (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, and notwithstanding anything to the contrary stated in this regard in the existing Mahindra & Mahindra Limited Employees Stock Option Scheme (“the Scheme”), consent of the Company be accorded to the Board of Directors of the Company (hereinafter referred to as ''the Board” which term shall be deemed to include any Committee constituted or to be constituted by the Board as the Remuneration1 Compensation Committee) to vary, as authorised by the provisions of section 115WKA of the Income-tax Act, 1961, certain terms of the Scheme approved by the Shareholders at the 5P Annual General Meeting of the Company held on 31* July, 2000 as Special Resolutions at ltem Nos. 11 and 12 of the Notice dated 30th May, 2000 read with Special Resolution at ltem No. 9 at the 58th Annual General Meeting of the Company held on 28m July, 2004, to provide for the recovery from the eligible employees, the fringe benefit tax in respect of options which are granted to or vested or exercised by, the eligible employee on or after the 1st day of April, 2007.

To receive, consider and adopt the Balance Sheet as at March 31, 2007 and the Profit & Loss Account for the year ended on that date and the Report of the Directors and the Auditors thereon.

To confirm the Interim Dividend paid as of March, 2007, as final dividend.

To appoint a director in place of Mr. Tusshar Kapoor, who retires by rotation and being eligible offers himself for re-appointment.

To appoint a director in place of Mr. John Lau, who retires by rotation and being eligible offers himself for reappointment.

To appoint MIS. Deloitte Haskins and Sells, Chartered Accountants, Mumbai, and MIS. Snehal & Associates, Chartered Accountants, Mumbai, as Joint Auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

To consider and, if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Paul Aiello, who was appointed as an Additional Director at the meeting of the Board of Directors of the Company held on October 20, 2006 and who holds office till the date of this Annual General Meeting, and in respect of whom a notice under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose Mr. Paul Aiello as a candidate for the office of the Director of the Company, be and is hereby appointed as a Director of the Company, who shall not be liable to retire by rotation.”

To consider and adopt the Accounts of the Company for the financial year ended 31 st March, 2007, the Balance Sheet as at that date and the Reports of the Directors and Auditors thereon.

To declare a dividend for the financial year ended 31 st March, 2007.

To elect Directors in place of those retiring by rotation.

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. A. F. Ferguson & Co., 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. 125,00,000/- payable in one or more instalments plus service tax as applicable, and reimbursement of out-of-pocket expenses incurred.”

To consider and, if thought fit, to pass, with or without modification, the following resolution which will be proposed as an Ordinary Resolution:- “Resolved that, in accordance with the applicable provisions of the Companies Act, 1956, or any amendment or re-enactment thereof, consent be and is hereby accorded to modification in the terms of remuneration paid or payable to the Whole time Directors of the Company with effect from 1 st October, 2006, as set out in the Explanatory Statement annexed to the Notice convening this Meeting.”

To consider and, if thought fit, to pass, with or without modification, the following resolution which will be proposed as an Ordinary Resolution:- “Resolved that Mr. Serajul Haq Khan 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.”

To consider and, if thought fit, to pass, with or without modification, the following resolution which will be proposed as an Ordinary Resolution:- “Resolved that Mr. Pillappakkam Bahukutumbi Ramanujam be and is hereby re-appointed a Director of the Company, liable to retire by rotation, for a period of five years with effect from 30th July, 2007, 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.”

To consider and, if thought fit, to pass, with or without modification, the following resolution which will be proposed as an Ordinary Resolution:- “Resolved that Mr. Charles Richard Green be and is hereby re-appointed a Director of the Company, liable to retire by rotation, for the period from 30th July, 2007 to 31 st March, 2008, 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.” Members are advised that, in terms of the provisions of Section 205C of the Companies Act, 1956, no claim shall lie with respect to unclaimed dividend once it is transferred to IEPF.

Members holding shares in the certificate form are requested to notify / send the following to ISC to facilitate better servicing:- i) any change in their address / mandate / bank details, ii) particulars of their bank account, in case the same have not been furnished earlier, and iii) share certificates, held in multiple accounts in identical names or joint accounts in the same order of names, for consolidation of such shareholdings into a single account.

Members who hold shares in the certificate form and wish to make / change nomination in respect of their shareholding in the Company, as permitted under Section 109A of the Companies Act, 1956, may submit to ISC the prescribed Form 2B. The Form can be furnished by ISC on request or can be downloaded from the Company’s corporate website www.itcportal.com under the section ‘Investor Relations’.

Members who wish to obtain information on the Company or view the Accounts for the financial year ended 31 st March, 2007, may visit the Company’s corporate website www.itcportal.com or send their queries at least 10 days before the Annual General Meeting to the Company Secretary at the Registered Office of the Company.

To receive, consider and adopt the Audited Profit and Loss Account for the year ended 31st March, 2007 and the Balance Sheet as at that date together with the Report of the Board of directors and the Auditors thereon.

To declare Dividend on Ordinary Shares.

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

To appoint a Director in the place of Dr. T. Mukherjee who retires by rotation and is eligible for re-appointment.

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

To appoint auditors and fix their remuneration.

To appoint a Director in the place of Mr. James Leng who was appointed an Additional Director of the Company by the Board of Directors with effect from 17th May, 2007 under Section 260 of the Companies Act, 1956, (the Act) and who holds office upto the date of the forthcoming Annual General Meeting but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director under the provisions of Section 257 of the Act.

To appoint a Director in the place of Mr. Philippe Varin who was appointed an Additional Director of the Company by the Board of Directors with effect from 17th May, 2007 under Section 260 of the Companies Act, 1956, (the Act) and who holds office upto the date of the forthcoming Annual General Meeting but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director under the provisions of Section 257 of the Act.

To appoint a Director in the place of Mr. Jacobus Schraven who was appointed an Additional Director of the Company by the Board of Directors with effect from 17th May, 2007 under Section 260 of the Companies Act, 1956, (the Act) and who holds office upto the date of the forthcoming Annual General Meeting but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director under the provisions of Section 257 of the Act.

To appoint a Director in the place of Dr. Anthony Hayward who was appointed an Additional Director of the Company by the Board of Directors with effect from 17th May, 2007 under Section 260 of the Companies Act, 1956, (the Act) and who holds office upto the date of the forthcoming Annual General Meeting but who is eligible for appointment and in respect of whom the company has received a notice in writing from a Member proposing his candidature for the off ice of Director under the provisions of Section 257 of the Act.

Revision in terms of remuneration of Mr. 8. Muthuraman, Managing Director To consider and, if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution : “RESOLVED that in partial modification of Resolution No. 11 passed at the Annual General Meeting of the Company held on 5th July, 2006 for the re-appointment and terms of remuneration of Mr. B. Muthuraman, Managing Director of the Company and in accordance with the provisions of Sections 198,269,309,310 and other applicable provisions, if any, of the Companies Act, 1956, the Company hereby approves of the revision in the maximum amount of salary payable to Mr. B. Muthuraman (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment) with authority to the Board of Directors to fix his salary within such maximum amount, increasing hereby, proportionately, all benefits related to the quantum of salary, with effect from 1 st April, 2007 for the remainder of the tenure of his contract as set out in the Explanatory Statement annexed to the Notice convening this Meeting. “RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”

Increase in the Authorised Share Capital To consider and, if thought fit, to pass with or without modification, the following Resolution as a Special Resolution: “RESOLVED that in accordance with the provisions of Section 94 and other applicable provisions, if any, of the Companies Act, 1956, (including any statutory modifications or re-enactments thereof, for the time being in force), the present authorised share capital of the Company be and is hereby increased from Rs. 2000,00,00,000 divided into 175,00,00,000 Ordinary Shares of Rs. 10 each and 2,50,00,000 Cumulative Redeemable Preference Shares of Rs. 100 each to Rs. 8000,00,00,000 divided into 175,00,00,000 Ordinary Shares of Rs. 10 each, 2,50,00,000 Cumulative Redeemable reference Shares of Rs. 100 each and 60,00,00,000 Cumulative Convertible Preference Shares of Rs. 100 each by creation of 60,00,00,000 Cumulative Convertible Preference Shares of Rs. 100 each.”

Alteration of the Memorandum of Association To consider and, if thought fit, to pass with or without modification, the following Resolution as a Special Resolution: ‘RESOLVED that pursuant to the provisions of Section 16 and other applicable provisions, if any, of the Companies Act, 1956, (including any statutory modifications or re-enactments thereof, for the time being in force), the Clause 5 of the Memorandum of Association of the Company be and is hereby altered and substituted as follows : “5. The present authorised share capital of the Company is Rs. 8000,00,00,000 divided into l75,00,00,000 Ordinary Shares of Rs. 10 each, 2,50,00,000 Cumulative Redeemable Preference Shares of Rs. 100 each and 60,00,00,000 Cumulative Convertible Preference Shares of Rs. 100 each”.

RESOLVED that pursuant to Section 31 and other applicable provisions, if any, of the Companies Act, 1956, (including any statutory modifications or re-enactments thereof, for the time being in force), the Articles of Association of the Company be altered in the following manner: ( i ) Substitute the following Article for existing Article 4 “4. The present authorised share capital of the Company shall be Rs. 8000,00,00,000 divided into 175,00,00,000 Ordinary Shares of Rs. 10 each, 2,50,00,000 Cumulative Redeemable Preference Shares of Rs. 100 each and 60,00,00,000 Cumulative Convertible Preference Shares of Rs. 100 each”.

Further lssuance of Securities To consider and, if thought fit, to pass with or without modification, following Resolution as a Special Resolution: “RESOLVED that pursuant to the provisions ot Sect~on 81 (1A) and otner applicable provisions, if any, of the Companies Act, 1956 (including any amendment thereto or re-enactment thereof), and in accordance with the provisions of the Memorandum and Articles of Association of the Company, Foreign Exchange Management Act, 2000 (FEMA), Foreign Excnange Management (Transfer or issue of security by a person resident outside India) Regulations, 2000 and Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depositary Receipt Mechanism) Scheme 1993 and the regulations/guidelines, if any, prescr~bed by t re Securities and Exchange Board of India, Reserve Bank of India, or any other relevant authority from time to time, to the extent applicable

Change In place of keeping Registers and Records To consider and, if thought fit, to pass with or without modification, the following Resolution as a Special Resolution : “RESOLVED that in supersession of Special Resolutions Nos. 1 1,14 and 1 1 passed at the Annual General Meetings of the Company held on 13th August, 1985,12th August, 1986 and 17th August, 1989, respectively, and pursuant to sub-section (1) of Section 163 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) (the Act), the Company hereby approves that the Registers and Indexes of Members and Debentureholders and copies of all Annual Returns prepared under Section 159 of the Act, together with the copies of certificates and documents required to be annexed thereto under Section 161 of the Act or any one or more of them, be kept at the Registered Office of the Company and / or at the offices of TSR Darashaw Limited, Registrars and Share Transfer Agents of the Company at 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E Moses Road, Mahalaxmi, Mumbai 400 01 1 and/or Pooja Apartments, Ground Floor, Near Vitrum Glass Factory, L B S Road., Vikhroli (W), Murnbai 40n 079.”

Appointment of Branch Auditors To consider and, if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution : “RESOLVED that pursuant to the provisions of Section 228 and other applicable provisions, if any, of the Companies Act, 1956, (the Act), Messrs Deloitte 81 Touche, Singapore, the retiring Branch Auditors of the Singapore 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 upto 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 Singapore for the financial year 2007-08 on such remuneration as may be mutually agreed upon between the Board of Directors and the Branch Auditors, plus reimbursement of VAT, out-of-pocket, travelling and living expenses, incurred in connection with the audit. “RESOLVED FURTHER that pursuant to the provisions of Section 228 and other applicable provisions, if any, of the Act, the Board of Directors of the Company be and is hereby authorised to appoint as Branch Auditors of any branch office which may be opened hereafter in India or abroad in consultation with the Company’s Auditors, any person qualified to act as Branch Auditor within the provisions of the said Section 228 of the Act and to fix their remuneration.”

To receive, consider arid adopt the Audited Balance Sheet as at 31st March, 2007, the Profit b Lo’ss Account for the year ended on that date together with the Reports of the Directors and the Auditors thereon.

To declare the final dividend on Equlty Shares for the year ended 31st March, 2007.

To appoint a Director in place of Sri S. Venkatachalam, who retlres by rotation and being eligible offers himself for reappointment.

To appoint a Director in place of Sri Rakesh Jhunjhunwala, who retires by rotation and being eligible offers himself for reappointment.

To appoint a Director in place of Sri P C Laha, who retires by rotation and being eligible offers himself for reappointment.

“RESOLVED THAT MIS. M. Bhaskara Rao b Co., Chartered Accountants and MIS. Deloitte Haskins and Sells, 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 at such remuneration as may be determined by the Board of Directors of the Company.”

“RESOLVED THAT notice of lntentlon to propose Srl.R.V.Shastri for appointment as a Director having been received from a member under Saction 257 of the Companies Act. 1956, Srl.R.V.Shastrl, who was appointed as an Additional Dlrector of the company and who holds offlce up to the date of thls Annual General Meetlng 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.

“RESOLVED THAT in pursuance of the provisions of Sections 198, 269. 309, 310. 31 1 and other applicable provisions, if any, of the Companies Act. 1956 (including any statutory modification (s) or reenactment thereof, for the time being in force), read with Schedule Xlll to the Act and subject to such other approvals, consents as mqy be required, the consent of the Members of the Company be and is hereby accorded for the reappointment of Sri A A V Ranga Raju as Managing Director of the company for a period of 5 (five) years with effect from 01-04-2007 on the terms b conditions of remuneration as set out h the Explanatory Statement annexed to the notice convening the meeting with liberty to the Board of Directors (hereinafter referred to as “the Board” whlch 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 specijied in Schedule Xlll to the Cornpanies Act, 1956, including any statutory modification or re-enactment thereof for the tlme 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 THAT in pursuance of the provisions of Sections 198, 269. 309, 310, 31 1 and other applicable provisions, if any, of the Companies Act, 1956 (Including any statutory modification (s) or reenactment thereof, for the time being in force), read with Schedule Xlll 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 G K Raju, as Executive Director of the Company for a period of 5 (five) years with effect from 01-04-2007

“RESOLVED THAT in pursuance of the provisions of Sections 198, 269, 309, 310, 31 1 and other applicable provisions, if any, af the Companies Act, 1956 (including any statutory modification (s) or re enactment thereof, for the time being in force), read with Schedule Xlll 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 reappointment of Sri J V Ranga Raju, as Whole time Director of the Company for a period of 5 (five) years with effect from ‘01-04-2007

“RESOLVED THAT in pursuance of the provisions of Sections 198, 309.310 311 and other apphcable provisions, of any, of the Companies Act, 1956 (including any statutory modification(s) or reenactment thereof, for the time being inforce), read w~th Schedule Xlll to the Act and subject to such other approvals, consents as rqay be required. the consent of the Members of the company be and is hereby accorded for revising the remuneration payable to Sri R N Raju, Whole time Director w.e.f 1st April. 2007 for the remaining term of his office on the terms as setout in the Explanatory Statement

“RESOLVED THAT in pursuance of the provisiohs o’f Sections 198, 309,310, 311 and other applicable’ provisions, if any, of the Companies Act, 1956 (including any statutory modification(s) or re enactment thereof, for the time being idme), read with Sohedule Xtll to the Act and subject to such other approvals, ocxtsents as may be required, the consent of the Members of the Company be and is hereby accorded for rwisitig the remcineration payable to Sri A S N Raju, Whole time Direct0rwa.f 1st April, 2007 for the remaining term of his office

RESOLVED THAT in pwsuance of the provisions of Sections 198, 309.3F0, 311 and other applicable provisions, if any, of the Companies Act, 1966 (including any statutory modification(s) or reenactment thereof, for the tims baing inforce), read with Schedule Xlll to the Act and subjjt to such other approvals, consents as may be required, the consent of the Members of the Company be and is hereby accorded for revising thesmneration payable to Sri AV N Raju. Whole time Director w.e.f 1 st April, 2007 for the remaining term of his office aq the terms as setout in the Explanatory Statement

14. Amendment to Articles of Association of the Company To consider and, if thought fit, to pass with or without modifications the following resolution as a Special Resolution:- RESOLVED THAT in pursuance of the provisions of section 31 b other applicable provisions of the Companies Act, 1956, consent of the members of the company be and is hereby accorded for deleting the following Articles contained in the Articles of Association of the company: a) Definition of “Principal Promoter” and “Core Promoters” contained in Article 2. b) Deletion of Article Nos.57A,90A, 1 17A and 186 to 193.

RESOLVED THAT pursuant to the provisions of Section 309(4) and other applicable provisions, if any, of the Companies Act, 1956, Articles of Assoc~ation of the Cbmpany and other pplicable rules and regulations, and subject to such other approvals and consents as may be necessary, the consent of the members of the company be and is hereby accorded to the company for payment of commission to Sri A.V.S.Raju, Chairman of the company at the rate of 1% (one percent) of the net profits of the company (to be calculated in accdrdance with the provisions of Sections 349 and 350 of the Companies Act, 1956) for a period of 5 (five) years with effect from the financial year 2007-08 and the Board of the company (which term shall be deeded to lnclude the HR b Compensation Committee constituted b\/ the Board) be and is hereby authorised to do all such acts and things to give effect to the aforesaid payment of commission to the said Chairman in accordance with, the applicable rules and regulations.

“RESOLVED THAT in accordance with Sections 79A, 81(1A) and other applicable provisions, if any, of the Companies Act, 1956 (the “Act”) the provisions of the Securities and Exchange Board of lndia (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the ‘Guidelines’), the provisions of the Income Tax Act and the rules framed thereunder including any amendment of the said Acts and /or the Guidelines or reenactment of the said Acts, and the prov~sions of the Articles of Association of the Company, and subject to such other approvals and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, consents and sanctions and which may be agreed to by the Board of Directors of the Company

RESOLVED THAT in accordance with the provisions of the Articles of Association of the Company, Sections 79A. 81 and other applicable provisions of the Companies ACt. 79% (Ue-“AWP including any statutory modification(s) or reenactmenQthereof, for the time being in force and the provisions of the Smwiai6s and Exchange Board of lndia (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 including any modifications thereof or supplements thereto (“the Guidelines”), the provisions of the Income Tax Act, 1961

To receive, consider and adopt the audited Profit and Loss Account for the financial year ended on March 31,2007, the Balance Sheet as at that date together with the reports of the Board of Directors and Auditors, thereon.

To declare final dividend on equity shares and c o b the interim dividend of Rs. 3.40 per equity share declared and paid during the financial year ended March 3 1,2007.

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

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

To appoint Auditors to hold office from the conclusion of this Annual General Meeting upto the conclusion of the next Annual General Meeting and to authorise the Board of Directors to fix their remuneration.

“RESOLVED THAT Mr. M.S. Unnilrrishnan who was appointed as an Additional Director with effect from July 01,2007 at the Meeting of the Board of Directors held on May 29, 2007 and who holds omce under Section 260 of the Companies Act, 1956 (‘the Act’) upto the date of this Annual General Meeting and in respect of whom the dompany has received a notice in writing under Section 257 of the Act, proposing his candidatfm for the office of Director, be and is hereby appointed as a Director of the Company.”

“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 (‘the Act’), consent of the Company be and is hereby accorded to the appointment of Mr. M.S. Unnikrishnan, as the Managing Director of the Company, for a period of five years with effect from July 01, 2007 on the terms and conditions including remuneration set out in the draft Agreement to be entered into between the Company and Mr. Unnikrishnan with specific authority to the Board of Directors to alter and vary the terms and conditions of the afonxaid appointment and lor Agreement including remuneration, provided that such alterationlvariation shall be within the limits specified in Schedule XIII to the Act or any amendments thereto from time to time.

To receive and adopt the Directors’ Report and Audited Profit and Loss Account for the year ended March 31, 2007 and the Balance Sheet as at that date.

To declare final dividend on equity shares and to ratify the interim dividend declared by the Board of Directors.

To appoint a Director in place of Mr. Nasser Munjee who retires by rotation and being eligible offers himself for re-appointment.

To appoint a Director in place of Mr. B. H. Reporter who retires by rotation and being eligible offers himself for re-appointment.

To appoint a Director in place of Dr. John Wall who retires by rotation and being eligible offers himself for re-appointment.

To appoint Auditors to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting.

“RESOLVED THAT in accordance with the provisions of section 81 (1A) and other applicable provisions, if any, of the Companies Act, 1956 or any statutory modification or re-enactment thereof for the time being in force and subject to such approvals, permissions and sanctions, consents and lor permissions of the Government.of India, Reserve Bank of India, Securities and Exchange Board of lndia and of such other appropriate authorities, Institutions or Bodies, as the case may be, and subject also to such terms, — conditions and modifications as may be prescribed or imposed while granting such approvals, sanctions, permissions and 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 which the Board may have constituted or hereafter constitute to exercise its powers including the powers conferred by this Resolution)

“RESOLVED THAT in supersession of all earlier resolutions passed and in terms of Section 293(1)(d) of the Companies Act, 1956 and all other enabling provisions, if any, the consent of the Company be and is hereby accorded to the Board of Directors of the Company to borrow from time to time any sum or sums of monies which together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business) exceed the aggregate paid up capital of the Company and its free reserve, that is to say reserve not set apart for any specific purpose provided that the total amount so borrowed by the Board shall not at any time exceed the limit of Rs.50,000 Million (Rupees Fifty Thousand Million only).”

“RESOLVED THAT pursuant to the provisions of Section 372A and any other applicable provisions, if any, of the Companies Act, 1956, (‘the Act’) including any statutory modification or re-enactment thereof for the time being in force, the Board of Directors of the Company be and is hereby authorised at its discretion to make loan(s) and/or give any guarantee(s)/provide any security(ies) in connection with loan(@ made to and to make investments in Shares, Debentures and/or any other Securities of other body corporates, whether Indian or overseas and/or in various schemes of Mutual Funds or such other funds, in their absolute discretion deem beneficial and in the interest of the Company in excess of 60% of the paid up Share Capital and Free Reserves of the Company or 100% of Free Reserves of the Company whichever is more, as prescribed under section 372A of the Companies Act, 1956 from time to time, in one or more tranches, upto maximum amount of Rs. 50,000 Million (Rupees Fifty Thousand Million only) notwithstanding that investments along with Company’s existing loans or guaranteelsecurity or investments shall be in excess of the limits prescribed under Section 372Aaforesaid.

To receive and adopt the audited Profit and Loss Account fo; the year ended 31st March, 2007 and the Balance Sheet as at that date together with the Reports of the Directors and Auditors thereon.

To declare a Dividend.

To appoint a Director in place of Mr. A.P. Muthuswami who retires by rotation and is eligible for reappointment.

To appoint a Director in place of Mr. P. Velayudhan Pillai who retires by rotation and is eligible for reappointment.

To appoint Auditors and fix their remuneration.

To receive,consider and adopt the Audited Profit and Loss Account for the year ended 31 st March,2007 and the Balance Sheet as at that date together with the Report of the Board of Directors and the Auditors thereon.

To declare a dividend.

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

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

To appoint a Director in place of Mr. N. J. Jhaveri,who retires by rotation and is eligible for reappointment.

To consider and,if thought fit,to pass the following Resolution,with or without modification,as an Ordinary Resolution:- “RESOLVED that in partial modification of Special Resolution No.6 passed at the Fifty-First Annual General Meeting of the Company held on 29th August, 2005 and in accordance with the provisions of Sections 198,269,309,310 and other applicable provisions, if any, of the Companies Act, 1956 (the Act),read with Schedule Xlll ofthe Act,the Company hereby approves of the revision in the remuneration payable to Mr. A. Soni, Managing Director of the Company (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment) with effect from 1 st April, 2007 for the remainder of the tenure of his contract upto 22nd April, 201 0, as set out in the Explanatory Statement annexed to the Notice convening this Meeting. RESOLVED FURTHER that the Board be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”

To consider and, if thought fit, to pass the following Resolution, with or without modification, as an Ordinary Resolution: “RESOLVED that subject to the provisions of Sections 224,225 and other applicable provisions if any,of the Companies Act, 1956, Messrs Deloitte Haskins & Sells, Chartered Accountants, be and are hereby appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, in place of the retiring auditors, Messrs S. B. Billimoria & Co., Chartered Accountants, to examine and audit the accounts of the Company for the financial year 2007-08 on such remuneration as may be mutually agreed upon between the Board of Directors ofthe Company and the Auditors, plus reimbursement of service tax, travelling and out of pocket expenses.

To receive, consider and adopt the Audited Profit and Loss Account for the year ended March 3 1,2007, and the Balance Sheet as at that date together with the Report of the Board of Directors and the Auditors thereon.

To declare a dividend on ordinary shares.

To appoint a Director in the place of Mr. S. K. Kandhari who retires by rotation and is eligible for re-appointment.

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

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

“RESOLVED THAT pursuant to the provisions of Section 224A and other applicable provisions, if any, of the Companies Act, 1956, MIS. S. B. Billimoria & Company, 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 audit the Books of Account of the Company for the financial year 2007-08 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 travelling expenses actually incurred by them in connection with the audit.”

“RESOLVED THAT in supersession of Resolution No. 10 passed at the Annual General Meeting of the Company held on August 9, 2004 and pursuant to the provisions of the Foreign Exchange Management Act, 1999 (including any statutory modification(s), or re-enactments thereof for the time being in force or as may be enacted hereafter), any Regulations and Guidelines thereunder or any Rules, Regulations or Guidelines issued by the Reserve Bank of India from time to time, and subject to such consents, sanctions and permissions as may be required from appropriate authorities, consent of the Company be and is hereby accorded for investment by Foreign Institutional Investors [’ms’] including their sub-accounts in the Ordinary Share Capital of the Company, either by way of direct investment or by purchase or otherwise under any Scheme upto thirty percent of the Ordinary Share Capital of the Company.”

“RESOLVED THAT in partial modification of Resolution No. 7 passed at the Annual General Meeting of the Company held on August 9, 2004 and pursuant to the provisions of Sections 198, 269, 309, 310 and other applicable provisions, if any, read with Schedule XI11 of the Companies Act, 1956 and subject to the approval of the Central Government, if required, the Company hereby accords its approval to the revision in the terms of remuneration of Mr. Raymond N. Bickson, Managing Director of the Company by way of an increase in his basic salary increasing thereby, proportionately, all benefits related to the quantum of salary, with effect from April 1, 2007, for the remainder of the tenure of his appointment i.e. upto and including July 18, 2008, as set out in the Explanatory Statement annexed to the Notice convening this Meeting;

To discuss, approve and adopt the Balance Sheet of the Bank as at 31.3.2007, Profit and Loss Account of the Bank for the year ended 31st March 2007, 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.

To declare Final Dividend on Equity Shares for the Financial Year 2006-07.

to amend the Object Clause of the Memorandum of Association of the Company to undertake activities relating to Bio-Fuels business.

To receive, consider and adopt the Audited Balance’ Sheet as at 3151 March, 2007, Profit & Loss Account and Cash Flow Statement for the year ended on that date along with necessary annexures’ and the Reports of the Directors and Auditors thereon.

To declare a dividend.

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

To appoint a Director in place of Mrs. Deohooti J. Vyas, who retires by rotation and being eligible, offers herself for reappointment.

To appoint Mis. Deloitte Haskins. & Sells, Chartered Accountants as Statutory Auditors of the Company, who shall hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

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

RESOLVED THAT pursuant to the provisions of Section 17 and Section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, the existing Clause No.1 (c) and Clause No.4(a) of the Clause III (A) of the Objects Clause of the Memorandum of Association of the Company be altered to read as under:- Clause No.1 (c) To carry on the business of developing, maintaining and operating special economic zones or other export promotion parks, software technology parks, electronic hardware parks, bio-technology parks and other industrial parks either individually or as joint venture with any company/ firm/individuaVconsultant whether local or foreign. Clause No.4(a) To undertake and carry on the business of providing financial assistance by way of subscription to or investing in the equity shares, preference shares, debentures, bonds including providing of long term and short term loans, lease-finance, subscription to fully convertible bonds, non - convertible bonds, artially convertible bonds, optional convertible bonds etc., giving guarantees or any other financial assistance as may be conducive for development, construction, operation, maintenance etc., of infrastructure projects in India in the fields of roads, highway, power generation and for power distribution or any other form of power, telecommunication services, bridge(s), airport(s), ports, rail system(s), water supply, irrigation, sanitation and sewerage system(s), special economic zones or other export promotion parks, software technology parks, electronic hardware parks, bio-technology parks and any other industrial parks or any other public facility of similar nature that may be notified in future as infrastructure facility either by the State Governments and / or the Government of India or any other appropriate authority or body.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors (Board), be and is hereby authorised to do all that may be deemed necessary and settle any or all questions / matters arising with respect to the above matter, and to execute all such deeds, documents, agreements and writings as may be necessary for the purpose of giving effeCt to this resolution, take such further incidental and ancillary steps in this regard, as may be considered desirable or expedient by the Board in the best interest of the Company and its shareholders.”

To consider and adopt the Balance Sheet as at March 31, 2007, the Profit & Loss Account for the year ended on that date and the Reports of the Board of Directors and Auditors thereon;

To declare a dividend on equity shares;

To appoint a Director in place of Mr. V. K. Magapu, who retires by rotation and is eligible for re-appointment;

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

To appoint Mrs. Bhagyam Ramani as a Director of the Company, whose office shall be liable to retire by rotation;

To appoint a Director in place of Mr. S. Rajgopal, who retires by rotation and is eligible for re-appointment;

To consider and, if thought fit, to pass with or without modification(s), as an ORDINARY RESOLUTION the following:
“RESOLVED THAT the vacancy caused by the retirement by rotation of Lt. Gen. Surinder Nath PVSM, AVSM (Retd.), who has not sought re-appointment, be not filled in at this meeting or at any adjournment thereof.”

To consider and, if thought fit, to pass with or without modification(s), as an ORDINARY RESOLUTION the following:
“RESOLVED THAT the vacancy caused by the retirement by rotation of Mr. U. Sundararajan, who has not sought re-appointment, be not filled in at this meeting or at any adjournment thereof.”

To consider and, if thought fit, to pass with or without modification(s), as an ORDINARY RESOLUTION the following:
appointed as an Additional Director and holds office up to the date of this Annual General Meeting, is eligible for appointment, and in respect of whom the Company has received a Notice in writing from a member under the provisions of Section 257 of the Companies Act, 1956 proposing his candidature for the office of a Director, be and is hereby appointed as a Director.”

To consider and, if thought fit, to pass with or without modification(s), as a SPECIAL RESOLUTION the following: “RESOLVED THAT in accordance with the provisions of Section B1(1A) and other applicable provisions, if any of the Companies Act, 1956 as also provisions of any other applicatsle laws, rules and regulations (including any amendments thereto or re-enactments 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 (GOI), Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI) and all other · appropriate and/or concerned authorities, or bodies 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 term 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 Directors of the Company to issue, offer and allot in domestic and/or international offerings in any form, any securities including Equity, Global Depository Receipts (GDR’s)/ American Depository Receipts (ADR’s)/ Foreign Currency Convertible Bonds (FCCB’s), Equity Shares, QuasiEquity Instruments, Preference Shares, Warrants, Exchangeable Bonds/Instruments, Convertible Debentures/Bonds and/or instruments convertible into Equity Shares optionally or otherwise and other appropriate equity linked instruments (hereinafter referred to as “Securities”) for an aggregate sum up to USD 700 Million or equivalent in Indian and/or any other currency (ies) with or without premium directly to Indian/ Foreign!Resident/Non-resident Investors (whether Institutions, Bodies corporate, Mutual Funds Trusts! Foreign Institutional Investors! Banks and/or individuals, or otherwise and whether or not such investors are members, promoters, directors or their relatives! associates, of the Company) through Public Issue(s), Private Placement(s), 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 decided and deemed appropriate by the factors, wherever necessary in consultation with the Lead Managers, Underwriters, Merchant Bankers, Guarantors, Financial and!or Legal Advisors, Rating Agencies/Advisors, Depositories, Custodians, Principal Paying/Transfer!Conversion agents, Listing agents, Registrars, Trustees, Printers, Auditors, stabilizing agents and all other agencies/Advisors or through the subsidiaries, including by way of Initial Public Offer in US or other countries, so as to enable the Company to get listed at any Stock Exchanges in India and/or Luxemburg/London/ NASDAQ/New York Stock Exchanges/ Hongkong Stock Exchange/ Singapore Stock Exchange and!or any other overseas Stock Exchange, RESOLVED FURTHER THAT the Board be and is hereby authorised to finalize the tenor, interest rate, conversion premium, redemption price, call and/or put options and other terms and conditions relating thereto as they may deem fit and to do any acts, deeds, matters or things in connection therewith or incidental or ancillary thereto. RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board be and is hereby authorized to do all such acts, deeds and things as it may, in its absolute discretion deem necessary or desirable and to settle any question, difficulty or doubt that may arise in regard to the offer, issue or allotment of securities and utilization of proceeds. RESOLVED FURTHER THAT the Board be and is hereby authorised to finalize, approve and sign all the preliminary and the final offer circulars/documents for the aforesaid issue(s) and to amend, vary, modify the same as may be considered desirable or expedient and for that purpose to give such declarations, affidavits, certificates, consents, etc. to such authorities as may be required from time to time. RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modifications in the proposal as may be required by the authorities involved in such issues but subject to such conditions as the SEBI/GOIIRBI or such other appropriate authorities may impose at the time of their approval and as agreed to by the Board. RESOLVED FURTHER THAT wjthout prejudice to the generality of the above, issue of securities in international offering may have all or any term or combination of terms in accordance with the international practice. RESOLVED FURTHER THAT the Board is also entitled to enter into and execute all such arrangements/ agreements with any Lead Managers/ Underwriters/ Guarantors/ Depository (ies)! Custodians/ Advisors/Registrars and all such agencies as may be involved including by way of payment or commission, brokerage, fees, expenses incurred in cash or otherwise in relation to the issue of Securities and other expenses, if any or the like. RESOLVED FURTHER THAT the Company and/or any agency or body authorized by the Company may issue GDRs and/or other form of securities mentioned herein above representing the underlying Equity Shares issued by the Company in registered or bearer form with such features and attributes as are prevalent in capital markets for instruments of this nature and to provide for the tradability or free transferability thereof as per the prevailing practices and regulations in the capital markets. RESOLVED FURTHER THAT the Securities issued in international offering shall be deemed to have been issued abroad in the markets and!or at the place of issue of the Securities in international markets and shall be governed by English or American law or any other law as may be decided byth~ Board. RESOLVED FURTHER THAT the Board be and is hereby authorized to finalize the mode and the terms of issue and allot such number of Equity Shares/Securities as may be required to be issued and allotted upon conversion of any Securities referred to in paragraph(s) above as may be necessary in accordance with the terms of offering and all such shares will rank pari passu with the existing Equity Shares of the Company in all respects. RESOLVED FURTHER THAT subject to necessary approval, consent, permission, the Board be and is hereby authorized to convert the GDRs/FCCBs including the GDRs previously issued, into ADA/ADS and list at NASDAQ/NYSE or in any other overseas Stock Exchange. RESOLVED FURTHER THAT the Company do open, operate and close one orrnore bank accounts in the name of the Company in Indian currency or Foreign currency (ies) with such bank-or banks in India and/ or such foreign countries as may be required in connection with the aforesaid issue/offer, subject to requisite approvals from Reserve Bank of India and other overseas regulatory authorities, if any. RESOLVED FURTHER THAT such of these Securities as are not subscribed may be disposed off by the Board in its absolute discretion in such a manner as the Board may deem fit. RESOLVED FURTHER THAT the Board be and is hereby authorised to create necessary securities on such of the assets and properties (whether present or future) of the Company in respect of facilities obtained as above and to approve, accept, finalize and execute facilities, sanctions, undertakings, agreements, promissory notes, credit limits and any of the documents and papers in connection with availing of the above facilities. RESOLVED FURTHER THAT the Board be and is hereby authorized to deleg ate all or any of the powers herein conferred in such manner as they may deem fit.”

To appoint Auditors and fix their remuneration and for that purpose to pass with or without modification(s), as a SPECIAL RESOLUTION the following: “RESOLVED THAT the Company’s Auditors, M/s Sharp & Tannan, Chartered Accountants, who retire but, being eligible, offer themselves for re-appointment, be and are hereby re-appointed as Auditors of the Company including all its branch offices for holding the office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting at a remuneration of Rs. 50,00,000/- (Rupees Fifty Lacs Only) exclusive of service tax, travelling and other out of pocket expenses.”

To receive, consider and adopt the Audited Balance Sheet as at March 31 , 2007, the Profit and Loss account of the Company for the financial year ended on that date and the Reports of the Auditors and Directors thereon.

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

To appoint MIs. MGB & Co., Chartered Accountants, as Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting at a remuneration to be determined by the Board of Directors of the Company.

To consider and if thought fit, to pass, the following resolution, with or without modification(s), as an Ordinary Resolution:
“RESOLVED THAT Dr. Pritam Singh be and is hereby appointed as a Director of the Company, whose period of office shall be liable to determination by retirement of Directors by rotation.”

To consider and if thought fit, to pass, with or without modification(s), the following resolution, as Special Resolutions: (i) “RESOLVED THAT pursuant to the provisions of Section 81 (1A), and other applicable provisions, if any, of the Companies Act, 1956 (''the ACf’) , the provisions contained in the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the “SEBI Guidelines”) or any statutory modification(s) orre-enactment ofthe Act or the SEBI Guidelines, the Articles of Association of the Company and the Listing Agreements entered into by the Company with the Stock Exchanges where the securities of the Company are listed and subject to any applicable approval(s), permission(s) and sanction(s) as may be necessary and subject to such condition(s) and mOdification(s) as may be prescribed or imposed while granting such approval(s), permission(s) and sanction(s), the approval and consent ofthe Company be and is hereby accorded to the Board of Directors (hereinafter referred to as “the Board” which term shall include any ‘Remuneration Committee’ or ‘Employee Stock Option Committee’ of the Board), to introduce and implement an ‘Employee Stock Option Scheme — 2007’ (‘ESOP 2007’ or ‘the Scheme’), and to grant, offer, issue and allot in one or more tranches at any time to orto the benefit of such permanent employees of the Company and Directors of the Company, whether Whole-time Directors or otherwise, as may be decided by the Board, Options under ESOP-2007 exercisable or convertible into equity shares (hereinafter referred to as ‘the securities’) of the Company not exceeding in the aggregate 1% of the issued, subscribed and paid-up capital of the Company as on March 31 , 2007 i.e. up to 4,282,228 equity shares of Re. 1/- each of the Company (or such other adjusted number of shares for any bonus, consolidation or other re-organisation of the capital structure of the Company as may be applicable from time to time), on such terms and conditions as may be fixed or determined by the Board in accordance with the SEBI Guidelines or any other applicable provisions as may be prevailing at that time. RESOLVED FURTHER THAT a) the Board be and is hereby authorised to formulate, evolve, decide upon and bring into effect the scheme on such terms and conditions as contained in the Explanatory Statement to this Notice and to make any modification(s), change(s), variation(s), atteration(s), or revision(s) in the terms and conditions of the Scheme from time to time including but not limited to amendments with respect to vesting period! schedule, exercise price/period, eligibility criteria or to suspend, withdraw, terminate or revise the Scheme; b) the Non-Executive Directors of the Company including Independent Directors, be granted up to a maximum of 50,000 Options per annum and up to a maximum of 250,000 Options in the aggregate under the scheme; c) the securities may be allotted in accordance with the scheme either directly or through a trust which may be set up in any permissible manner and that the scheme may also envisage for providing any financial assistance to the trust to enable to acquire, purchase or subscribe to the securities of the Company; d) any new equity shares to be issued and allotted upon exercise of options from time to time under ESOP-2007 shall rank pari passu inter se in all respects with the then existing Equity Shares of the Company; e) the Board be and is hereby authorised to take requisite steps for listing of the securities allotted under ESOP-2007 on the Stock Exchanges where the securities of the Company are listed; and ~ for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things, as may be necessary or expedient and to settle any questions, difficutties or doubts that may arise in this regard a t any stage including at the time of listing of securities without requiring the Board to secure any further consent or approval ofthe Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution. “ (ii) Special Resolution for extending the benefits to employees of SUbsidiary/associate Companies: “RESOLVED THAT the benefits of Employees Stock Option Scheme 2007 proposed under Resolution NO.5 (I) contained in this Notice be extended to the eligible employees of the subsidiary/holding Companies and, if permitted by law, to the eligible employees of associate Companies of the Company on such terms and conditions as may be decided by the Board.”

To consider and if thought fit, to pass, the following resolution, with or without mOdification(s), as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 293(1) (d) 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), authority and consent be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which expression shall include a Committee of Directors duly authorised in this behalf) to borrow and raise such sum or sums of money or monies from time to time as may be required for the purpose of businesS of the Company notwithstanding that the money or monies to be borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) will exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserved not set apart for any specific purpose, subject to the proviso that the aggregate of such borrowings shall not exceed Rs.1 ,000 Crores at any point of time.”

7. To consider and if thought fit, to pass, the following resolution with or without modification(s), as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 293(1) (a) and other applicable provisions, if any, of the Companies Act, 1956, the consent of the Company be and is hereby accorded to the Board of Directors of the Company to mortgage and/or charge all or any part of the immovable and/or movable properties/assets of the Company wherever situate, both present and future, to or in favour of any Bank(s), Financiallnstitution(s), Company(ies) or other Organisation(s) or Institution(s) or Trustee(s) (hereinafter referred to as the ‘Lending Agencies’) in order to secure the loans (excluding temporary loans obtained from the Company’s Bankers in the ordinary course of business) advanced/to be advanced by such lending agencies to the Company together with interest at the respective agreed rates, compound/additional interest, commitment charges, premium on pre-payment or on redemption, costs, charges, expenses and all other monies payable by the Company in respect of the said borrowings. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds, matters and things and to execute such deeds, documents or writings as are necessary or expedient, on behalf of the Company for creating the aforesaid mortgages and/or charges as it may in its absolute discretion deem necessary or expedient for such purpose and for giving effect to the above resolution.” The Register of Members and Share Transfer Books of the Company will remain closed from Monday, July 30, 2007 to Friday, August 3,2007 (both days inclusive).

To consider and. if thought fit, to pass the following resolution, with or without modifications. as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 81 (IA) and other applicable provisions. if any. of the Companies Act. 1956 (including any amendment thereto or re-enactment thereof), Banking Regulation Act. 1949, Foreign Exchange Management Act. 1999. SEBI (Disclosure & Investor Protection) Guidelines, 2000 (the Guidelines). applicable listing agreements and in accordance with the provisions of the Memorandum an.dArticles of Association of The South Indian Bank Ltd. (the Bank.). the Board of Directors ofthe Bank (Board) or a Committee of Directors (Committee) constituted/to be constituted by the Board to exercise its powers including the powers conferred by this Resolution be and is hereby authori~ed. to offer. issue and allot. by way of Qualified Institutions Placement (QIP). to Qualified Institutional Buyers (QlBs). in tenns of Chapter XIIl-A of the Guidelines, whether or not such investors are existing Members of the Bank, through one or more placements. Equity Shares not exceeding 2.00.00,000 (Two Crore Equity Shares) of Rs.l 0/- each. at such price or prices ine luding premium on each share. as the Board or the appointed Committee thereof may determine in accordance with the Guidelines. and where necessar; in consultation with the Lead Managers and/or other Advisors. RESOLVED FURTHER THAT the QIP issue shall be completed within 12 months from the date of this resolution. RESOLVED FURTHER THAT the allotment to each Qualified Institutional Buyer (QIB) in the proposed QIP issue will npt exceed 5% of the post issue paid-up capital of the Bank. RESOLVED FURTHER THAT the relevant date for determination of the floor price of the Equity Shares to be j,sued . by way ofaQIPisstle shall be 1st July 2007. RESOLVED FURTHER THAT the Equity shares so issued shall rank pari passu with the existing Equity Shares ol’the Bank in all respects. RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of Equity Shares the Board or a Committee be and is hereby authorized on behalf of the Bank to do all such acts. deeds. matters and things as it may; in its absolute discretion. deem necessary or desirable for such purpose. including without limitation, the determination of the terms thereof. for entering into arrangements for managing. underwriting. marketing, listing and trading, to issu¢ placement document(s). and tn sign all deeds. documents and writings and to pay any fees. C0mmissions. remuneration. expenses relating thereto and with power on behalf of the Bank to settle all questions. difficulties (If doubts that may arise in regard to such offer(s) or issue(s) or allotment(s) as it may, in its absolute discretion. deem fit.

To consider and, if thought fit, approve with or without modification(s), the Scheme of Amalgamation of Urja Engineers Limited and India Energy Investments Private Limited with Emco Limited and their respective shareholders.

To receive and adopt the Profit and Loss Account for the year ended 31st March 2007, and the Balance Sheet as at that date together with the Reports of the Directors and Auditors thereon

To declare a dividend for the financial year ended 31st March 2007.

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

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

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

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

To appoint Auditors and fix their remuneration.

for the purpose of considering and, if thought fit, approving with or without modification(s), the Scheme of Arrangement between Bajaj Auto Limited, Bajaj Holdings & Investment Limited and Bajaj Finserv Limited and their respective shareholders and creditors.

To consider and adopt the Audited Profit and Loss Account of the Company for the year ended on March 31, 2007 and the Balance Sheet as at that date together with the report of the Auditors and Directors thereon.

To appoint Director in place of Mr. K.U. Rao, who retires by rotation at this meeting and being eligible offers himself for re-appointment.

To appoint Director in place of Mr. Vinod Bakshi, who retires by rotation at this meeting and being eligible offers himself for re-appointment.

To appoint Mis. MGB & Co., Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

To consider and if thought fit, to pass following resolution, with or without modification(s), as Special Resolution: Resolved that pursuant to the provisions of Sections 198, 309 and other applicable provisions, if any, of the Companies Act, 1956 (‘the Act’) and subject to approvals as may be required, the Non-Executive Directors of the Company be paid remuneration by way of Commission not exceeding 1% of net profits of the Company computed in accordance with the provisions of Sections 198(1) of the Act for a period of five years commencing from April 1, 2007, in addition to sitting fees for attending the meeting/s of Board of Directors or any Committee thereof, to be divided amongst the Non-Executive Directors in such manner and subject to such criteria as the Board of Directors of the Company may determine from time to time.”

RAISING Of MONEY THROUGH AN AllOTMENT Of GDRS/ADRS OR fCCBS OR BY WAY OF A QUALIFIED
INSTITUTIONAL PLACEMENT AS PER THE PROVISIONS Of CHAPTER XIIIA Of THE SECURITIES AND EXCHANGE
BOARD Of INDIA (DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, 2000

ISSUE OF WARRANTS TO THE STATE GOVERNMENT OF JAMMU AND KASHMIR BY WAY OF A PREFERENTIAL ALLOTMENT

To receive, consider and adopt the Balance Sheet as at 31 st March, 2007, Profit & Loss Account for the year ended on that date and the Report of Board of Directors and Auditors thereon.

2. To confirm the payment of Interim dividend and to declare dividend on equity shares for the financial year ended 31st March, 2007.

3. To appoint a Director in place of Shri Suresh Kumar who retires by rotation and being eligible, offers himself for reappointment.

4. To appoint a Director in place of Shri Anil Kumar Gupta, who retires by rotation and being eligible, offers himself for reappointment.

5. To take note of the appointment of M/s. Hingorani M. & Co., Chartered Accountants, New Delhi as Statutory Auditors ofthe Company and to pass the following resolution as an Ordinary Resolution;

RESOLVED that the appointment of M/s. Hingorani M. & Co., Chartered Accountants as Statutory Auditors of the Company for the financial year 2006-07 in terms of the order no. CA. V/COY/CENTRAL GOVT., CCIL(5)/36 dated 26.06.2006 ofC&AG of India, be and is hereby noted. Special Business -: To consider, and if thought fit, to pass with or without modification(s), the following resolutions as Ordinary Resolutions:

6. RESOLVED that Shri V.N. Mathur be and is hereby appointed as Part- time Chairman of the Company w.e.f. 11.04.2007 in terms of Railway Board’s order no. 2004/PL/51/3 dated 11.04.2007 and shall be liable to retire by rotation.”

7. “RESOLVED that Shri R.K. Tandon be and is hereby appointed as Director of the Company w.e.f. 18.07.2006 in terms of Railway Board’s order no. 2004/PL./51/3 dated 18.07.2006 and shall be liable to retire by rotation.”

8. “RESOLVED that Shri Harpreet Singh be and is hereby appointed as Director of the Company w.e.f. 20.07.2006 in terms of CONCOR’s HRD order no. CON/HR/28/4/1057 dated 20.07.2006 and shall be liable to retire by rotation.”

1. To receive, consider and adopt the audited Balance Sheet as at 31st March 2007, Profit & 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 Mr. Srinivas Bommidala, who retires by rotation and being eligible, offers himself for re-appointment.

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

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

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

6. To appoint MIs Price Waterhouse, Chartered Accountants, Hyderabad, as Statutory Auditors for the financial year 2007-08 and fix their remuneration.

7. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 163 and all other applicable provisions, if any, of the Companies Act, 1956 (‘the Act’) and the Depositories Act, 1996, the approval of the members of the Company, be and is hereby accorded for keeping the Register of Members, Index of Members, Register of Debenture holders, Index of Debenture holders, other related books and I or copies of all annual returns prepared under Section 159 together with the copies of the certificates and documents required to be annexed thereto under Section 161 and other applicable provisions of the Act, or anyone or more of them, at the office of Karvy Computershare Private Limited, the Registrars and Share Transfer Agents of the Company, with in the city of Bangalore.” “RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors (Board), be and is hereby authorized to do all such acts, deeds, matters and things as may be deemed necessary and settle any or all questions I matters arising with respect to the above matter, as may be considered desirable or expedient by the Board in the best interest of the Company.”

8. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 16, 94 of the Companies Act, 1956 and Article 67 of the Articles of Association of the Company, the Authorized Share Capital of the Company of Rs. 400,00,00,000 (Rupees Four Hundred Crore only) divided into 40,00,00,000 (Forty Crore) Equity shares of Rs.10/- (Rupees Ten) each be and is hereby increased to Rs. 750,00,00,000 (Rupees Seven Hundred Fifty Crore only) divided into 375,00,00,000 (Three Hundred Seventy Five Crore) Equity Shares of RS.2/- (Rupees Two) each.” “RESOLVED FURTHER THAT pursuant to the provisions of Sections 16, 94 of the Companies Act, 1956 and Article 76 of the Articles of Association of the Company and subject to such other approvals I permissions I sanctions as may be necessary, the consent of the members of the Company be and is hereby accorded for the subdivision of each and every one of the existing equity share of the Company of the nominal value of Rs. 10/- each fully paid up into 5 equity shares of Rs. 2/- each fully paid up, and that in the case of existing equity shares which are not fully paid up, the proportion between the amount paid and the amount which is unpaid on each reduced equity share of Rs. 2/- each shall be the same as it were in the case of the existing equity share of Rs. 10/- each from which the reduced equity share of Rs. 2/- each is derived.” “RESOLVED FURTHER THAT the existing Clause V of the Memorandum of Association of the Company, relating to the Share Capital be and is hereby altered and amended as under:
V. The Authorized Share Capital of the Company is Rs. 750,00,00,000 (Rupees Seven Hundred Fifty Crore only) divided into 375,00,00,000 (Three Hundred Seventy Five Crore) Equity Shares of Rs. 2/- (Rupees Two only) each with power to the Board of Directors (Board) to increase or reduce its capital and to divide the shares in the capital for the time being into other classes and to attach thereto respectively such preferential, deferred, qualified or other special rights, privileges, conditions and restrictions as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify, or abrogate any such rights, privileges, conditions or restrictions in such manner as may for the time being be permitted by the Articles of Association of the Company or the legislative provisions for the time being in force in that behalf. RESOLVED FURTHER THAT for the purpose of giving effect to the resolutions above, the Board of Directors (Board) I duly constituted committee of the Board, be and is hereby authorized to take such steps and actions and give such directions as it may in its absolute discretion deem necessary and to issue new share certificates, wherever required, in the aforesaid proportion, in cancellation of existing shares, subject to the rules as laid down in the Companies (Issue of share certificates) Rules, 1960, and the Articles of Association of the Company and to settle any question that may arise in this regard and to finalize and execute all documents, deeds and writings as may be necessary, which includes but not limited to preparing, executing and filing necessary applications! formsl returns! documents to Registrar of Companies, Stock Exchanges (BSE & NSE), National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and lor such other statutory authorities as may be necessary from time to time and to delegate all or any of the powers to any authorized person(s) to give effect to the above resolution and to comply with necessary formalities in this regard .”

To consider and if thought fit, to pass with or without modification(s), the following resolution as an ordinary Resolution: “RESOLVED THAT the consent of the Company be and is hereby accorded under the provisions of Section 293(1)(d) and other applicable provisions, if any of the Companies Act, 1956, to the Board of Directors of the Company to borrow from time to time all such sum(s) of money as the Directors may deem appropriate and upon such terms and conditions as they may think fit for the purposes of business of the company, notwithstanding that the moneys to be borrowed together with the moneys already borrowed by the company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business), if any, may exceed the aggregate of the paid-up capital of the company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the total amount so borrowed by the Board of Directors and outstanding at any point of time shall not exceed the sum of Rs. 10,000 Crore (Rupees Ten Thousand Crore only).” “RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take such steps and do all other acts, deeds and things as may be necessary or desirable to give effect to this resolution.”

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 31 of the Companies Act, 1956 and other applicable provisions of the Companies Act, 1956, Article 82 of the Articles of Association of the Company be and is hereby altered and amended as under. Article 82 The Board may from time to time but with such consent of the Company in General Meeting, as may be required under Section 293 of the Act, raise any money or sums of money for the purpose of the Company provided that the moneys to be borrowed by the Company apart from temporary loans obtained from the Company’s bankers in the ordinary course of business shall not without the sanction of the Company exceed the aggregate of the paid up capital of the Company and its free reserves, that is to say reserves not set apart for any specific purpose and in particular, but subject to the provisions of Section 292 of the Act and lor other applicable provisions of the Act and lor Securities and Exchange Board of India guidelines and of all other applicable laws, rules / regulations, the Board may from time to time at their discretion raise or borrow or secure the payment of any such sum of money for the purpose of the Company, by the issue of debentures perpetual or otherwise including debentures convertible into shares of this or any other Company or perpetual annuities, Foreign Currency Convertible Bonds, American Depository Receipts, Global Depository Receipts, Warrants and other instruments with or without option to convert into equity shares having or not having voting / special rights, whether attached to any securities or otherwise, and such other securities and instruments as may be permissible in law and/ or by way of External Commercial Borrowings or otherwise and in security of any such money so borrowed, raised or received mortgage pledge or charge, the whole or any part of the property, assets or revenue of the Company present or future, including its uncalled capital by special assignment or otherwise or to transfer or convey the same absolutely in trust and give the lenders powers of sale and other powers as may be expedient and to purchase redeem or payoff any such securities. Provided that every resolution passed by the Company in General Meeting in relation to the exercise of the power to borrow as stated above shall specify the total amount up to which the Board may borrow moneys. The Board may by a resolution at its meeting delegate the above power to borrow money otherwise than on debentures to a Committee of Directors or the Managing Director, if any, within the limits prescribed. Subject to the provisions of this Article, the Board may, from time to time, at their discretion, raise or borrow, secure the repayment of any sum or sums of money for the purpose of the Company, from time to time and in such manner and upon such terms and conditions in all respects as they think fit, and in particular, by promissory notes or by opening current accounts or by receiving deposits and advances with or without security, or by the issue of bonds, perpetual or redeemable debentures or debenture stock (both present and future of the Company) including the uncalled capital for the time being of the Company.” “RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take such steps and do all other acts, deeds and things as may be necessary or desirable to give effect to this resolution.”

11. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to and in accordance with the provisions of section 81(1A) and all other applicable provisions, if any, of the Companies Act, 1956 (the “Act”) and all other applicable laws and regulations including the Foreign Exchange Management Act, 1999, The Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, the Issue of Foreign Currency Convertible Bonds and Ordinary shares (through Depository Receipt Mechanism) Scheme, 1993, and subject to any required approval, consent, permission and / or sanction of the Ministry of Finance (Department of Economic Affairs) and Ministry of Industry (Foreign Investment Promotion Board / Secretariat for Industrial Assistance) and all other Ministries / Departments of the Government of India and the Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI) and / or any other competent authorities, the Securities and Exchange Board of India guidelines, the Reserve Bank of India guidelines, the relevant provisions of the Memorandum and Articles of Association of the Company and the provisions of the Listing Agreement(s) with Stock Exchanges on which the shares and other securities of the company are listed (including any amendment thereto or re-enactment of all or any of the aforesaid ) and subject to all such approvals, permissions, sanctions and consents, If any, as may be required under applicable laws and regulations and of concerned authorities, bodies and agencies and subject to such conditions and modifications as may be prescribed by any of the above said authorities, bodies and agencies and which may be agreed to by the board of directors of the Company (hereinafter referred to as ‘1he Board”, which term shall be deemed to include any Committee thereof which the Board may have or may hereafter constitute, to which all or any of the powers hereby conferred on the Board by this Resolution, have been or may hereafter at any time be delegated), the consent, authority and approval of the Company be and is hereby accorded to the Board to create, issue, offer and allot, from time to time in one or more tranches, whether rupee denominated or denominated in foreign currency, in consultation with the Lead Manager(s) and/or Underwriter(s) and/or other advisor(s), (i) Foreign Currency Convertible Bonds and/or other Securities convertible, at the option of the Company and/or entitling the holder thereof to apply and convert at his option into equity shares with or without voting / special rights, and/or (ii) other securities convertible into or exchangeable with or linked to equity shares, and/or (iii) Nonconvertible securities with or without detachable Warrants, and/or (iv) Warrants with a right exercisable by the warrant holOer to convert or subscribe to equity shares, and/or (v) any shares, instruments or securities of the Company through Global Depository Receipts,

American Depository Receipts or equity shares through depository receipt mechanism, participatory notes or otherwise (all hereinafter collectively referred to as the “Securities”) and or any combination of securities to any person including Qualified Institutional Buyers, foreign /non-resident and lor domestic institutions, institutional investors, banks, mutual funds, companies, bodies corporate or other entities, individuals or other persons (collectively referred to as the “Investors”), whether or not such Investors are members of the Company as may be deemed appropriately by the Board and permitted under applicable laws and regulations, of an aggregate amount not exceeding Rs. 5000 Crore or equivalent thereof in one or more foreign currency and/or Indian rupees, inclusive of such premium as may be fixed on such Securities by offering the Securities in one or more countries through public offer and/or offer letter and / or placement document and/or circular and/or information memorandum and/or such other documents writings, and/or on private placement basis and/or a combination thereof in such manner, on such terms and conditions and at such time or times as may be determined by the Board in its absolute discretion, with power to settle details as to the form and terms of issue of the Securities and all other terms, conditions and matters connected therewith including to accept any modifications thereto or therein as may be required by concemed authorities and/or persons involved with any such issue of Securities subject, however, to all applicable laws and regulations. “RESOLVED FURTHER THAT pursuant to the provisions of Section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956 (including any amendments thereto or re-enactm.ent thereof), the provisions of Chapter XIIIA of the SEBI (Disclosure and Investor Protection) Guidelines 2000 (“SEBI DIP Guidelines”) 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, the Board of Directors may at their absolute discretion, issue, offer and allot equity shares or securities convertible into equity shares for a value up to the amount of Rs. 5000 Crore (Rupees Five Thousand Crore Only) inclusive of such premium, as specified above, to any person including Financial Institutions (FI), Foreign Institutional Investors (FII), Qualified Institutional Buyers (QIB) etc. (as defined by the SEBI DIP Guidelines) pursuant to a qualified institutional placement, as provided under Chapter XIIIA of the SEBI DIP Guidelines.” “RESOLVED FURTHER THAT in the eventlhe securities convertible into equity shares are issued under Chapter XIlIA of the SEBI DIP Guidelines, the relevant date for the purpose of pricing of the securities shall be a day thirty days prior to the date on which the holder of the securities which are convertible into or exchangeable with equity shares at a later date becomes entitled to apply for the said shares.” “RESOLVED FURTHER THAT without prejudice to the generality of the above, the aforesaid Securities may have such features and attributes or any terms or combination of terms in accordance with international practices to provide for the tradability and free transferability thereof as per the prevailing practices and regulations in the capital markets including but not limited to the terms and conditions in relation to payment of interest, additional interest, premium on redemption, prepayment and any other debt service payments whatsoever including terms for issue of additional Equity Shares, with or without conversion rights, with or without voting rights or variation of the conversion price of the Securities during the duration of the Securities and the Board be and is hereby authorized in its absolute discretion in such manner as it may dee m fit, to dispose off such of the Securities that are not subscribed.” “RESOLVED FURTHER THAT without prejudice to the generality of the foregoing, the Board be and is hereby authorized to prescribe with respect to the aforesaid issue of the Securities all or any of the terms or any combination of terms thereof in accordance with local and/or international practice including but not limited to conditions in relation to offer, issue and allotment of the Securities, payment of interest, dividend, premium and redemption or early redemption of Securities, debt service payments and any other payments whatsoever, voting rights and all such terms as are provided in domestic and/or international offerings of this nature including terms for such issue, or variation of the price or period of conversion of any Securities into equity shares or issue of equity shares during the duration of the Securities or terms pertaining to early redemption of Securities and/or conversion into equity shares as the Board may in its sole discretion deem appropriate.” “RESOLVED FURTHER THAT in the event any of the Securities are issued in international/ foreign capital market, the issue of such Securities shall be deemed to have been made abroad in the market and/or at the place of issue of such Security in the international market and shall be governed by English law or such other foreign law as the Board may in its absolute discretion decide.” “RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot Equity Shares pursuant hereto and/or as may be required to be issued and allotted upon conversion of any of the Securities referred to above or as may be necessary in accordance with the terms of offering thereof and all Equity Shares so issued and allotted shall be subject to the Memorandum and Articles of Association of the Company shall rank pari passu in all respects with the Existing Shares of the Company unless otherwise specified in the relevant terms.” “RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution and any offer, issue and allotment of Securities, the Board be and is hereby authorized to take all such actions, give such directions and to do all such acts, deeds and things as may be necessary, desirable or incidental thereto and matters connected therewith including without limitation the entering into of arrangements for underwriting, marketing, listing, trading, appointment of Lead Manager(s), Advisor(s), Registrar(s), paying and conversion agent(s) and to issue and sign all deeds, documents, instruments and writings and to pay any fees, commission, costs, charges and other outgoings in relation thereto and to settle all questions, and to give such directions that may be necessary or arise in regard to or in connection with any such offer, issue or allotment of Securities and utilization of the issue proceeds, as it may, in its absolute discretion, deem fit and any such action, decision or direction of the Board shall be binding on all members.” “RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of its powers to any Director or Committee of Directors to give effect to the aforesaid resolutions.”

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 61 and other applicable provisions, if any, of the Companies Act, 1956 and subject to consent/ approval of Securities and Exchange Board of India (SEBI) or any other statutory authorities, which may be required, variation in the utilization of IPO proceeds as under, be and is hereby approved: “Out of Rs 463.10 Crore, being the funds allocated for investments in the road projects in the prospectus of the Company dated August?, 2006, as detailed below, Rs. 242.45 Crore, being the balance amount or any part thereof, which is yet to be invested in the specified road projects, if not “RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things, submit information on statements to statutory Authorities including stock exchanges and sign forms, deeds, documents, agreements, contracts, undertakings, declarations, confirmations, letters and such other papers as may be necessary, desirable and expedient for giving effect to the variation in the use of the IPO proceeds. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to delegate its authority in this regard to any directors or executives of the company for achieving the above objective.”

To receive, consider, and adopt the Audited Balance Sheet as at 31 March 2007, the Profit and Loss Account for the year as ended on 31 March 2007, and the reports of the Directors and Auditors thereon.

To consider and declare dividends on several different kinds of Share Capital.

To appoint directors in place of retiring directors.

To reappoint M/s Ford, Parks & Co., Chartered Accountants, Chennai as the Auditors of the company for the coming year.

To reappoint Mr. Reji Abraham as Managing Director and fix his remuneration.

RESOLVED THAT clause 18 (a) of ESOS 2005 Scheme be and is hereby modified by substituting the words ‘to the extent’ by the words ‘including but not limited to changing the exercise price, vesting period and the exercise period’ RESOLVED FURTHER THAT the consent of the Company be and is hereby accorded for changing the second vesting date of First ESOP grant from l5.07.2007 to 20.03.2007 and consequently for ESOS as approved by SEBI guidelines from time to time.

10. To consider and if thought fit to pass with or without modification(s) the following resolution as a SPECIAL RESOLUTION “RESOLVED THAT pursuant to the provlslons of the Foreign Exchange Management Act, 1999 (FEMA) the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 and all other applicable Rules, Regulations, Guidelines and laws (including any statutory modifications or re-enactment thereof for the tlme being In force) and subject to all applicable approvals, permissions and sanctions and subject to such conditions as may be prescribed by any of the concerned authorlties while grantmg such approvals, permissions, sanctions, which may be agreed to by the Board of Drectors of the Company (hereinafter referred to as “the Board which term shall include a duly authorzed Committee of D~rectors for the time belng exercising the powers conferred by the Board of Directors), consent of the Company be and IS hereby accorded to the Board of Directors of the Company to permit Foreign lnstitutional Investors (Flls) reglstered with The Securities Exchange Board of India (SEBI) to acquire and hold on their own account and on behalf of each of their SEBI approved of sub accounts, shares of the Company up to the sector cap statutory ceiling as applicable from time to time provided however that the equity shareholding of each FII on his own account and on behalf of each of SEBI approved sub-account In the Company shall not exceed 10% (Ten percent) of the total paid up equlty share capital or such hm~ts as are or may be prescribed from tlme to tlme under applicable laws, rules and regulations.” “RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds matters and things and execute all documents or writings as may be necessary proper or expedient for the purpose of giving effect to this resolution and for matters connected there with or incidental thereto including delegating all or any of the powers herein to any Committee of Directors or any Director or Officer of the Company.

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 and 81 (1 A) and all other applicable provlslons, if any of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof) and relevant provisions of the Memorandum of Association and Articles of Association of the Company, the Foreign Exchange Management Act, 1999 and the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme 1993, guidelines prescribeq by the Securities and Exchange Board of India (SEBI) and subject to such approval(s), consent(s), permission(s) and / or sanctions of the Ministry of Finance of the Government of India,.Reserve Bank of India and any other appropriate institutions or bodies, as may be necessary and subject to such terms and conditions, modifications, alterations as may be prescribed and

by any of them in granting any such. approval, consent, permission or sanction, the consent, authority and approval. pf the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as the “Board” Which term shall be deemed to include any committee thereof) to offer, issue, and <allot, in the course of offerings, in one or more domestic! foreign markets, any Securities including Equity Shares, Global Depository Receipts and / or American Depository ReceiptslShares cotlVertible into Equity Shares,.Foreign Currency Convertible Bonds, Convertible Bonds, Euro — Convertible Bonds convertible at the option of the Company and / or at the option of the holders of the Security(s), Securities partly or fully convertible into Equity Shares and / or securities linked to Equity Shares andlcirany instruments or securities with or without detachable warrants secured or unsecured or such other types of securities representing either Equity Shares or Convertible Securities (hereinafter referred to as “Securities”) to Foreign/Domestic investors, Non-residents, Qualified Institutional Bidders, Foreign InstitutionallnvestorstForeign Companies/N~J(s)/Foreign National(s) or such other entities or persons as may be decided by the Board, whether or not such persons/entitieslinvestors are Members of the Company through Prospectus, Offering Letter, Circular to the general public and / or through any other mode or on private placement basis as the case may be from time to time in one or more tranches as may be deemed appropriate by the Board on such terms and conditions as the Board may in its absolute discretion deem fit for an amount not exceeding US$200 Million (US Dollar Two Hundred Million Only) or its equivalent currencies including green shoe option on the date of allotment on such terms and conditions including pricing as the Board may in its sole discretion decide including the form and the persons to whom such securities may be issued and all other terms and conditions and rnatters connected.”

“RESOLVED FURTHER THAT without prejudice to the generality of the above the aforesaid issue of the Securities may have all or any term or combination of terms in accordance with normal practice including but not limited to conditions in relation to payment of interest, dividend, premium or redemption or early redemption at the option of the Company and / or to the holder(s) of the securities and other debt service payment whatsoever and all such terms as are provided in offerings of this nature including terms for issue of additional Equity Shares of variation of interest payment and of variation of the price or the period of conversion of securities into Equity Shares or issue of Equity Shares during the duration of the securitiesgr terms pertaining to voting rights or option for early redemption of securities.”

“RESOLVED FURTHER THAT theBo~tdbe and is hereby authorised to issue and allot suchnHl’l’joer of underlying Equity Shares as may be requireditobe issued and allottedl.lpon conversion of any SUChSecurities referred to above or as may be in accordanqevvith the terms of the offering(s) and that the said EqHity Shares shall be subject to the Memorandum andArticies of Association of the Cornpany and shall rank in all respects pari passu with the existing Equity Shares oHM company.”

“RESOLVED FURTHER THAT the consent of the Company be and is hereby granted in terms of Section 293(1) (a) and other applicable provisions, if any, of the Companies Act, 1956 and subject to all necessary approvals to the Board to secure, if necessary, all or any of the above mentioned Securities to be issued, by the creation of a mortgage and / or charge<>.n. all or any of the Company’s immovable and / movable assets, both present and future in such form and manner and on such terms as may be deemed fit and appropriate by the Board.”

“RESOLVED FURTHER THAT such of these securities to be iSSUedas are not subscribed rnay be disposed of by the Board to such person in such rnanner and on such terms as the Board in its absolukdiscretion thinks fit, in the best interest of the Company and as is permissible in law.”

“RESOLVED FURTHER THAT theCornpany may enter into any arrangement with any agency or body for issue of Depository Receipts representing underlying Equity Shares/Preference Shares / other securities issued by the Company in registered or bearer form with such features and attributes as are prevalent in international capital markets for instruments of this nature and to provide for the tradability or free transferability thereof as per the international practices and regulations and under the forms and practices prevalent.”

“RESOLVED FURTHER THAT the securities issued in foreign rnarkets shall be deemed to have been made abroad and / or in the market and / or at the place of issue of the securities in the international market and may be governed by applicable foreign laws.”

“RESOLVED FURTHER THAT for the purpose of giving effect to. any issue or allotment of Securities or instruments representing the sarne,the Board be and is hereby authorised to determine the form, terms and timing of the offering(s), including the class of investors to whom the Securities are to be allotted, number of Securities to be allotted in each tranche, issue price, premium amount on issue / conversion of Securities,.Exercise of warrants / Redemption of Securities, rate of interest, redemption period, listings on one or more stock exchanges as the Board in its absolute discretion deems fit and to make and accept any rnodifications in the proposal as may be required by theaufhorities involved in such issues and on behalf of the Company to do all such acts, deeds, matters and things as it may at its discretion deem necessary or desirable for such purpose, including without limitation the Appointment of Registrar, Book-Runner, lead-Managers, Trustees, Agents, Bankers, Global Co-ordinators, Custodians, Depositories, Consultants, Solicitors, Accountants, entering into arrangements for underwriting, marketing, listing, trading, depository and such other arrangements and agreements, as may be necessary and to issue any offer document(s) and sign all deeds, documents and to pay and remunerate all agencies I intermediaries by way of commission, brokerage, fees, charges, out of pocket expenses and the like as may be involved or connected in such offerings of securities, and also to seek listing of the securities or securities representing the same in any Indian and I or in one or more international stock exchanges with power on behalf of the Board to settle any questions, difficulties or doubts that may arise in regard to any such issue, offer or allotment of securities and in complying with any Regulations, as it may in its absolute discretion deem fit, without being required to seek any further clarification, consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

Resolved further that the Board be and is hereby authorised to delegate any and all powers herein conferred to any Officer of the company to give effect to the aforesaid resolution.

To receive, consider and adopt the Audited Balance Sheet as at March 31, 2007, the Profit & Loss Account of the Company for the financial year ended on that date and the Reports of the Auditors and Directors thereon.

To declare dividend on equity shares for the financial year ended March 31, 2007.

To appoint directors in place of directors retiring by rotation, all of whom, being eligible, offer themselves for re-appointment.

To appoint M/s. MGB & Co., Chartered Accountants, Mumbai as Auditors of the Company to hold such office from the conclusion of this meeting until the conclusion of the next Annual General Meeting at a remuneration to be determined by the Board of Directors of the Company.

To consider and, if thought fit, to pass with or without modifications, the following as a Special Resolution:
RESOLVED that pursuant to the provisions of Section 81 (1A) and other applicable provisions, if any, of the Companies Act, 1956 (including any amendment thereto or re-enactment thereof), and in accordance with the provisions of the Memorandum and Articles of Association of Kotak Mahindra Bank Limited (“the Bank”) and the regulations/guidelines, if any, prescribed by the Securities and Exchange Board of India or any other relevant authority from time to time, to the extent applicable and subject to such approvals, consents, permissions and sanctions of any authorities as may be necessary including but not limited to the approval of the Reserve Bank of India, as may be required and subject to such conditions as may be prescribed while granting such approvals, consents, permissions and sanctions, which the Board of Directors of the Bank (hereinafter referred to as the “Board” which term shall be deemed to include any Committee(s) constituted/to be constituted by the Board to exercise its powers including the powers conferred by this Resolution) is hereby authorised to accept, the Board be and is hereby authorised on behalf of the Bank to create, issue, offer and allot, (including with provisions for reservation on firm and/or competitive basis, of such part of issue and for such categories of persons including employees of the Bank as may be permitted), in the course of one or more international or domestic offerings and/or private placements (including on a preferential basis) in domestic and/or one or more international market(s), with or without a green shoe option, Equity Shares of the face value of Rs. 10 each (the “Equity Shares”) and/or Equity Shares through depository receipts provided that the Equity Shares issued do not exceed 1,70,00,000 (One Crore and Seventy lakh) Equity Shares each in number and up to an aggregate face value of Rs. 17 crores (including the issue and allotment of Equity Shares pursuant to a green shoe option, if any), (all of which are hereinafter collectively referred to as “Securities”) to eligible investors (whether residents and/or non-residents and/or qualified institutional buyers or investors (foreign or otherwise) and/or incorporated bodies, and/or individuals and/or trustees and/or any other categories of investors and/or stabilizing agents or otherwise), through prospectus and/or letter of offer or circular or placement document or any other document at the relevant time(s) of issue of securities, such issue and allotment to be made at such time/times, in one or more tranches, at such price or prices and on such.terms and conditions as the Board, may, in its absolute discretion, decide at the time of issue of securities.

“RESOLVED FURTHER that subject to obtaining the applicable approvals and the provisions of Chapter XlilA of the SEBI(Disclosure and Investor Protection) Guidelines 2000 (“SEBI DIP Guidelines”), the consent of the shareholders of the Bank be and is hereby accorded to the Board who at its absolute discretion, may issue, offer and allot up to 1,70,00,000 (One Crore and Seventy lakh) Equity Shares,to Qualified Institutional Buyers (as defined by the SEBIDIP Guidelines) pursuant to a qualified institutional placement, as provided under Chapter XlilA of the SEBIDIP Guidelines.

“RESOLVED FURTHER that the relevant date for the determination of the price of the Equity Shares, if any, to be issued either directly or upon conversion or exchange of the Securities is 22nd July, 2007.

“RESOLVED FURTHER that the Board be and is hereby authorised to issue and allot such number of Equity Shares as may be required to be issued and allotted: or as may be necessary in accordance with the terms of the offer, all such shares ranking pari-passu inter-se and with the then existing Equity Shares of the Bank in all respects.

“RESOLVED FURTHER that for the purpose of giving effect to any offer, issue or allotment of securities or instruments representing the same, as described above, the Board be and is hereby authorised on behalf of the Bank, to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation, determining the actual number of shares to be issued and the issue price in one or more tranches, entering into arrangements for appointment of agencies for managing, underwriting, marketing, listing, trading of securities issued, such as depository, custodian, registrar, stabilizing agent, paying and conversion agent, trustee and to issue any offer document(s), including but not limited to prospectus, and sign all deeds, documents and writings and to pay any fees, commissions, remuneration, expenses relating thereto and with power on behalf of the Bank to settle all questions, difficulties or doubts that may arise in regard to such issue(s) or allotment(s) as it may, in its absolute discretion, deem fit. “AND RESOLVED FURTHER that the Board be and is hereby authorised to delegate all or any of the powers herein conferred, to any Committee of Directors or anyone or more whole-time Directors of the Bank.”

To consider and, if thought fit, to pass, with or without modifications, the following Resolution as a Special Resolution: “RESOLVED that in partial modification of the resolution passed by the shareholders of the Bank on 5th July, 2007 for adoption of the Employee Stock Option Scheme of the Bank under the name and style of “Kotak Mahindra Equity Option Scheme 2007” (“Scheme”) the Board be and is hereby authorised to create, issue, offer and allot Equity Shares,from time to time, to employees of the Bank, as defined in SEBI Guidelines, selected on the basis of criteria prescribed by the Board, (hereinafter referred to as the “Eligible Employees”), under the Scheme, such that the creation, issue, offer and allotment of such Equity Shares under the Scheme (not including shares already issued or to be issued pursuant to exercise of grant of options to eligible employees under earlier ESOP Schemes of the Bank) shall not exceed in aggregate (including any Equity Shares issued to employees, as defined in SEBIGuidelines, of the subsidiary companies of the Bank pursuant to the resolution proposed under item no. 3 below) 2,00,00,000 (Two Crore) Equity Shares of the Bank of the face value of Rs. 10 each for cash or such adjusted numbers of such face value, as may be determined by the Board, due to change in Capital Structure of the Bank as a result of re-c1assification of shares, splitting up of the face value of shares,sub-division of shares, issue of bonus shares,conversion of shares into other shares or securities of the Bank and any other change in the rights or obligations in respect of shares”.

To consider and, if thought fit, to pass, with or without modifications, the following Resolution as a Special Resolution: “RESOLVED that in partial modification of the resolution passed by the shareholders of the Bank on 5th July, 2007 for adoption of the Employee Stock Option Scheme of the Bank under the name and style of “Kotak Mahindra Equity Option Scheme 2007” (“Scheme”) the Board be and is hereby authorised to create, issue, offer and allot Equity Shares,from time to time, to employees, as defined in SEBIGuidelines, of the subsidiary companies of the Bank, selected on the basis of criteria prescribed by the Board, (hereinafter referred to as “the Eligible Employees”), under the Scheme of the Bank, such that the creation, issue, offer and allotment of such Equity Shares under the Scheme (not including shares already issued or to be issued pursuant to exercise of grant of options to eligible employees under earlier ESOPSchemes of the Bank) shall not exceed in aggregate (including any Equity Shares issued to employees, as defined in SEBIGuidelines, of the Bank pursuant the resolution proposed under item no. 2 above) 2,00,00,000 (Two Crore) Equity Shares of the Bank of the face value of Rs. 10 each for cash or such adjusted numbers of such face value, as may be determined by the Board, due to change in Capital Structure of the Bank as a result of re-c1assification of shares, splitting up of the face value of shares, sub-division of shares, issue of bonus shares, conversion of shares into other shares or securities of the Bank and any other change in the rights or obligations in respect of shares”.

To consider and, if thought fit, to pass, with or without modifications, the following Resolution as an Ordinary Resolution: “RESOLVED that pursuant to Section 94 and other applicable provisions of the Companies Act, 1956 the Authorized Share Capital of the Bank be altered and increased from the present Rs.350,00,00,000 (Rupees Three Hundred and Fifty Crore) consisting of 35,00,00,000 (Thirty Five Crore) Equity Shares of Rs. 10 (Rupees Ten) each to Rs.400,00,00,000 (Rupees Four Hundred Crore) divided into 40,00,00,000 (Forty Crore) Equity Shares of Rs. 10 (Rupees Ten) each.”

To consider and, if thought fit, to pass, with or without modifications, the following Resolution as an Ordinary Resolution: “RESOLVED that, pursuant to the provisions of Sections 16 and other applicable provisions, if any, of the Companies Act, 1956 and such approvals as may be necessary,the existing Clause V of the Memorandum of Association of the Bank relating to the Share Capital be substituted with the following clause: V. The authorised share capital of the Company is Rs.400,00,00,000 (Rupees four hundred crore) divided into 40,00,00,000 (forty crore) Equity Shares of Rs. 10 (Rupees ten) each. The Company has power from time to time to increase or reduce or cancel its capital and to attach thereto respectively such preferential, cumulative, convertible, guarantee, qualified or other special rights, privilege, condition or restriction, as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify or abrogate any such right, privilege or condition or restriction in such manner as may for the time being be permitted by the Articles of Association or the legislative provisions for the time being in force in that behalf. Provided however, that the subscribed capital of the Company shall not be less than one-half of the authorized capital and the paid-up capital, if not the same as the subscribed capital, shall not be less than one-half of the subscribed capital and that, if the capital is so increased, the Company shall comply with the conditions prescribed, within such period not exceeding two years as the Reserve Bank of India may allow.’ AND RESOLVED FURTHER that any Director or the Secretary of the Bank be and is hereby authorised to do all such acts, deeds and things as may be necessary and incidental to give effect to the aforesaid Resolution.”

To consider and, if thought fit, to pass several resolutions involving the re-appointment and remuneration of Directors of the Bank.

To receive, consider and adopt the Audited Balance Sheet as on March 31 2007, Profit & Loss Account for the year ended on that date together with the Reports of Directors’ and Auditors’ thereon.

To re-appoint several Directors (who retire by rotation and being eligible offer themselves for reappointment).

To re-appoint Mis. Ramasamy Koteswara Rao & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company

To confirm the payment of Interim Dividend on Equity Shares for the year 2006-07 as Final Dividend.

Delisting of equity shares from Hyderabad Stock Exchange Limited, Madras Stock Exchange Limited and Ahmedabad Stock Exchange Limited and granting of authority to D. Uday Kumar Reddy, Chairman & Managing Director and Ms. Ch. Seshanuradh Company Secretary to execute all such deeds and documents as considered necessary and expedient to give effect to the above said resolution.

Setting the remuneration of Mr. D. Uday Kumar Reddy, Chairman & Managing Director, Mr. Gautam Sabharwal, Director-Global Business Development, along with several other Working Directors, and granting of authority to Ms. Ch. Seshanuradha, Company Secretary of the Company to do all such acts, deeds, matters and things as may be deemed or considered necessary or desirable for such purpose.

“RESOLVED FURTHER THAT in case of any corporate action (s) such as rights issues, bonus issues, merger and sale of division and others, if any additional equity shares are issued by the Company to the Option Grantees for the purpose of making a fair and reasonable adjustment to the options granted earlier, the above ceiling of 25, 00,000 equity shares shall be deemed to be increased to the extent of such additional equity shares issued.

“RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot Equity Shares upon exercise of options from time to time in accordance with the Employee Stock Option Scheme(s) and such Equity shares shall rank pari passu in all respects with the then existing Equity Shares of the Company.

“RESOLVED FURTHER THAT in case the equity shares of the Company are either sub-divided or consolidated, then the number of shares to be allotted and the price of acquisition payable by the option grantees under the schemes shall automatically stand augmented or reduced, as the case may be, in the same proportion as the present face value of Rs. 2 per equity share bears to the revised face value of the equity shares of the Company after such sub-division or consolidation, without affecting any other rights or obligations of the said allottees.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to make modifications, changes, variations, alterations or revisions in the said schemes as it may deem fit, from time to time in its sole and absolute discretion in conformity with the provisions of the Companies Act, 1956, the Memorandum and Articles of Association of the Company and any other applicable laws.

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:- “RESOLVED THAT pursuant to the provisions of Section 81 (1 A), and all other applicable provisions, if any, of the Companies Act 1956, the Memorandum and Articles of Association of the Company, Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (hereinafter referred to as “SEBI Guidelines”) and subject to such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions and in super session of the Special Resolution approving the ESOP Scheme- 2005, passed under item no. 4 by Members in the Extra Ordinary General Meeting of the Company held on December 3 2005, the consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as