Given below for the information of the Members is the Notice of Postal Ballot pursuant to Section 192 A of the Companies Act, 1956 (Act) dated 21st March 2005, Draft Resolution & Explanatory Statement pursuant to Section 173(2) of the Act. 

The Postal Ballot Form together with the self-addressed business reply envelope (for which postage will be paid by the Company), the Notice along with Draft Resolution & Explanatory Statement have been dispatched to the Members on 24th March 2005 for the purpose of seeking the Members assent or dissent to the proposed resolution.

E.I.D.- PARRY (INDIA) LIMITED
Regd. Office: 'Dare House', 234, N.S.C.Bose Road, Parrys Corner, Chennai - 600 001, India
Tel+91-44-2530 6789 Fax: +91-44-2534 1609 / 2534 0858
Website: www.eidparry.com 

NOTICE OF POSTAL BALLOT

PURSUANT TO SECTION 192A OF THE COMPANIES ACT, 1956

To,

The Members of E.I.D.- Parry (India) Limited 

NOTICE is hereby given pursuant to Section 192 A of the Companies Act, 1956, read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, that the following resolution for the purpose of sub division of the equity shares of Rs.10/ each of the Company into 5 (Five) shares of Rs.2/-each commonly known as “Stock Split” and consequential alterations in the existing Clause V being Capital Clause of the Memorandum of Association and Article 4 of the Articles of Association of the Company is proposed to be passed as Special Resolution by way of Postal Ballot.

Your consent for the said proposals as contained in the said resolution is sought to be obtained by means of Postal Ballot instead of transacting such business in general meeting of the Company.

The draft Special Resolution along with the Explanatory Statement setting out all material facts and the reasons thereto are enclosed. 

The Postal Ballot Form for voting by you as shareholder of the Company is also enclosed.

The Board of Directors has appointed R.Sridharan & Associates, Company Secretaries, as Scrutiniser for conducting this Postal Ballot voting process in a fair and transparent manner.

Please read carefully the instructions printed in the postal ballot form and return the form duly completed and signed in the attached self-addressed, business reply envelope, so as to reach the Scrutiniser before the closing of working hours (1730 hrs.) on Tuesday, the 26th April 2005. Please note that any postal ballot form(s) received after the said date will be treated as not having been received. No other form or photocopy thereof is permitted. The Scrutiniser will submit his report to the Chairman or any Director of the Company after the completion of the scrutiny of the postal ballots. The Chairman or any Director of the Company will announce the results on Thursday, the 28th April 2005 at 2 p.m at the Registered Office of the Company at Dare House, Parrys Corner, Chennai- 600 001. The results of the Postal Ballot will also be displayed at the said office and posted on the Company’s website www.eidparry.com besides communicating to the Stock Exchanges where the Company’s shares are listed. 

The related resolution being a Special Resolution shall be declared as passed if votes cast in favour of the resolution are three times more in number than the votes cast against the resolution. 

By Order of the Board
For E.I.D.-Parry (India) Limited

G.JALAJA
Secretary

Chennai
21.3.2005

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SPECIAL BUSINESS

To consider and if deemed fit, to pass through postal ballot, the following Resolution as a Special Resolution:

"RESOLVED that pursuant to the provisions of Section 94 and other applicable provisions, if any, of the Companies Act, 1956 (“the Act”) and the provisions of Article 54 of the Articles of Association of the Company and subject to the approvals, consents, permissions and sanctions as may be necessary from the appropriate authorities or bodies, (a) each of the 5,15,00,000 equity shares of the nominal value of Rs.10/- each in the authorised share capital of the Company be sub-divided into 25,75,00,000 equity shares of Rs. 2/- each AND THAT Clause V (being Capital Clause) of the Memorandum of Association and Article 4 of the Articles of Association of the Company relating to equity shares be altered accordingly.

RESOLVED FURTHER that the Board of Directors of the Company (“the Board”, which expression shall also include a Committee thereof) be and they are hereby authorised to issue new share certificates representing the sub-divided equity shares with new distinctive numbers, consequent to the sub-division of shares as aforesaid and /or credit the shareholders’ accounts maintained with the Depositories, subject to the rules as laid down in the Companies (Issue of Share Certificates) Rules, 1960, and the Articles of Association of the Company and to inform the Depositories and the Registrar and Transfer Agents of the Company and execute all such documents, instruments and writings as may be required in this connection and to delegate all or any of the powers herein vested in the Board, to any Committee thereof or to any Director(s) or Company Secretary, to give effect to the aforesaid resolution.”

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ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) AND 192 A OF THE COMPANIES ACT, 1956 FOR SUB-DIVISION OF THE COMPANY’S EQUITY SHARES AND CONSEQUENTIAL ALTERATIONS IN ITS MEMORANDUM AND ARTICLES OF ASSOCIATION

The shareholders to note that the equity shares of your Company are listed on the Madras Stock Exchange (MSE), the National Stock Exchange of India Limited (NSE) and The Stock Exchange, Mumbai (BSE). The shares are actively traded on NSE and BSE.

The market price of the shares of the Company has witnessed significant spurt over the last 6 months. In order to improve the liquidity of the Company’s shares in the stock market and to make it affordable to the small investors, the Board of Directors of the Company (‘the Board’) at their meeting held on 21st March 2005, considered it desirable to sub-divide the nominal value of the equity portion of the authorised share capital of the Company. 

The shareholders may please note that presently the nominal value of the equity shares is Rs.10/- each and consequent to the sub-division it is being divided into 5 (Five) equity shares of Rs. 2/- each. The date on which this sub-division would become effective, will be decided by the Board after obtaining the shareholders’ approval, which will be notified through the Stock Exchanges. 

Shareholders attention is also invited to the fact that in view of the foregoing, the existing Capital Clause V in the Memorandum of Association and Article 4 in the Articles of Association of the Company relating to equity shares also need relevant amendment to give effect to the sub-division.

Accordingly, in terms of Section 192 A of the Companies Act, 1956, approval of the members is being sought through postal ballot for passing the Special Resolution as set out in the Notice.

Interest of Directors

The Directors of the Company are deemed to be concerned or interested in the resolution only to the extent of shares held by them in the Company.