The proceedings of the 55th Annual General Meeting of the Company held on Thursday, 8th September, 2005 at 10.30 a.m. at M.C. Ghia Hall, Bhogilal Hargovindas Building, 2nd Floor, 18/20, Kaikhushru Dubhash Marg, Mumbai - 400 001, is given below:

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 2005 were approved and an ordinary resolution for the same was carried by majority.

2. A dividend at the rate of Rs.13/- per equity share on 8631174 equity shares was declared and an ordinary resolution for the same was carried unanimously.

3. Mr.Nicole M. Ringenberg, the retiring director was re-appointed as Director of the Company and an ordinary resolution for the same was carried by majority.

4. Mr.R.C.Khanna 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 2005-06 and an ordinary resolution for the same was carried unanimously.

6. The appointment of Mr.Felipe Osorio as the Managing Director of the Company upon the terms & conditions including remuneration was approved by a special resolution was carried unanimously.