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E. PEL and NPIL therefore are desirous to spin off the said Gujarat Glass Division of GGL to be a separate subsidiary Company of NPIL so that marketing of glass containers by using the technical know-how which would also facilitate inviting the partners for alliance, joint venture developments/diversification of business and that equity participation can also be offered in GGL to such incoming partner. F. As a result of the protracted negotiations between PEL and NPIL, NPIL has agreed to enter into a Memorandum of Undertaking with GGL, for spin-off, sale and transfer of its said Glass Division to GG with effect from 1st April, 1998 and also to initiate all the required process of obtaining statutory and other approvals, consents, no-objection including approval of its shareholders required under section 293(1)(ii) and 372 of the Companies Act, 1956 for such spin off the Gujarat Glass Division and making investment in GGL.

ITA 4842/Mum/2004 ITA 4779/Mum/2004
3. The Vendor has obtained the consent of its shareholders as required under section 293(1)(a) of the Companies Act, 1956 for the spin-off & transfer of the Undertaking by means of a resolution passed at the extraordinary general meeting of its shareholders held on 20th March, 1998. A certified true copy of the said resolution is annexed hereto as Annexure '3'.

F. As a result of the protracted negotiations between PEL and NPIL, NPIL has agreed to enter into a Memorandum of Undertaking with GGL, for spin-off, sale and transfer of its said Glass Division to GG with effect from 1st April, 1998 and also to initiate all the required process of obtaining statutory and other approvals, consents, no-objection including approval of its shareholders required under section 293(1)(ii) and 372 of the Companies Act, 1956 for such spin off the Gujarat Glass Division and making investment in GGL.

G. PEL has agreed to retrain from (i) providing the technical know how for manufacture of glass containers to any other Company or entity so that the said technical know-how is exclusive with GGL, (ii) carrying on the business of packaging or of manufacturing glass, and (iii) competing with the business of GGL as GGL would carry on the business which at present is being carried on in Gujarat Glass Division, after the said Division is spin-off in favour of the GGL."