The proceedings of the 54th Annual General Meeting of the Company held on Friday, 10th September, 2004 at 10.30 a.m. at M.C. Ghia Hall, Bhogilal Hargovindas Building, 2nd Floor, 18/20, Kaikhushru Dubhash Marg, Mumbai – 400 001.

The required quorum being present, the Chairman – Ms.Nicole M. Ringenberg called the meeting to order and informed the members about general economic conditions, the Company’s progress and its future prospects etc. Then the following matters were taken on record:

1. The Balance Sheet and the Profit & Loss Account for the year ended on 31st March 2004 were approved and an ordinary resolution for the same was carried by majority.
   
   
2. A dividend at the rate of Rs.10/- per equity share on 8631174 equity shares was declared and an ordinary resolution for the same was carried unanimously.
   
   
3. Mr.H. C. Asher, the retiring director was re-appointed as Director of the Company and an ordinary resolution for the same was carried by majority.
   
   
4. Mr.William Hallman the retiring director was re-appointed as Director of the Company and an ordinary resolution for the same was carried by majority.
   
   
5. M/s. Deloitte Haskins & Sells, Chartered Accountants were re-appointed as the Auditors of the Company for the year ended 2004-05 and an ordinary resolution for the same was carried unanimously.
   
   
6. The payment of Commission to the Non-Executive Directors of the Company was approved by a special resolution, was carried unanimously.
   
   
7. Keeping of statutory records and registers at the registered office of the Company and/or at the new address of the Registrar & Share Transfer Agents of the Company, was approved by a special resolution, was carried unanimously.