TABLE A - REGULATIONS 47/48

CONVENING OF EXTRA ORDINARY G.M.

1. Subject - Convening of extra ordinary general meeting.

2. Passing Authority - Board of Directors.

3. Nature of the Resolution - Resolution with simple majority.

4. Specimen Resolution(s):

"RESOLVED THAT: an Extra Ordinary General Meeting of the Company be held on Wednesday, the 19th January, 2001 at 11.30 A.M. at the registered office of the company at 4, M.G.Road, Chennai-1 for the purpose of considering the following resolution/resolutions set out in the draft Notice placed before the Board and that the Secretary is hereby authorised to sign andissue the Notice.

5. Guidelines:

1) The right to convene the meeting can be exercised by a properly constituted Board either at a properly convened meeting or by circular resolution where allowed.

2) A meeting once convened properly cannot be postponed by directors at their own sweet will.

3) A meeting of a company can be called either by the directors or by the share-holders in accordance with the company's Articles.

6. Filing: Not applicable.