Notice pursuant to Section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 is hereby given that the Resolution mentioned below is proposed to be passed by Postal Ballot.
To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:
"RESOLVED that pursuant to Sections 372A, 192A and all other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force and as may be enacted from time to time) read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 and/or such other consent and approvals as may be required from any other authority, the approval and consent of the Company be and is hereby accorded to the Board of Directors of the Company to make/give from time to time any loan(s)/revolving loans/advances/deposits to any other body corporate and to give any guarantee and/or provide any security (including by way of pledge of shares or other securities held by the Company in any other body corporate) in connection with a loan made by any other person to or to any other person by any body corporate, from time to time and in particular to enter into the transactions of the above nature with Birla Ericsson Optical Limited, a joint venture company in any one or more combination(s) thereof, subject to a monetary limit of Rs.450 Crores (Rupees Four Hundred Fifty Crores only) notwithstanding the fact that the aggregate of all the investments, loans, guarantees or securities so far given and/or proposed to be given, and/or securities so far acquired or to be acquired in all bodies corporate may exceed the limits prescribed under section 372A of the Companies Act, 1956.
FURTHER RESOLVED that the proposed aforesaid transaction(s) shall be in addition to the present exposure of the Company by way of loans, investment, guarantees and security(ies).
FURTHER RESOLVED that the aforesaid loans/advances/deposits/guarantees/securities etc. be made/given by the Company out of the share capital, internal accruals, loans raised or debentures issued and/or to be raised/issued by the Company and such other means.
FURTHER RESOLVED that the Board of Directors of the Company be and is hereby authorized to do such acts, deeds, matters and things, settle any question, difficulty or doubt arising out of and incidental thereto, and to sign and execute all deeds, applications, documents and writings that may be required on behalf of the Company and give such directions as it may, in its absolute discretion, deem expedient, desirable and necessary including delegating all or any of the powers herein, to any committee of Directors or to any Director(s) or any officer(s) of the Company, that may be necessary, proper, expedient or incidental for the purpose of giving effect to this Resolution."
Rewa -486 006 (M.P.)
Dated: January 31, 2011
By Order of the Board
President (Commercial) & Secretary