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The Meeting of Shareholders :

8. By an order dated 4th July, 2002 passed by the Company Judge, the transferor was directed to convene on 21st August, 2002 a meeting of its equity shareholders. Notices of the meeting are stated to have been sent individually to the shareholders of the transferor together with a copy of the Scheme, of the statement required under Section 393 and the form of proxy. The notice of the meeting was also duly advertised in two newspapers.

9. On 21st August, 2002, a meeting of the equity shareholders of the transferor was accordingly convened. The report of the Chairman of the meeting dated 11th September, 2002 has been placed on record. The report of the Chairman sets out that the salient features of the Scheme and of the valuation report were explained to the shareholders and several shareholders spoke on the resolution and raised numerous queries which were replied. Mr. V.N. Deodhar, who is a shareholder of the Company and a practising Company Secretary and Mr. Rajesh Daga, a Manager at Price Waterhouse Coopers were appointed as Scrutineers. The report of the Scrutineers dated 22nd August, 2003 is appended to the report of the Chairman of the meeting. The Scrutineers report is to the effect that a total of 114 members voted in person and/or by proxy at the meeting representing an aggregate of 55,47,032 shares. 53 shareholders representing in the aggregate 55,43,479 shares or 99.94% in terms of the total percentage/value of votes in favour of the resolution, 46 shareholders representing 2872 shares voted against the resolution. There were 15 invalid votes.