RESULT OF POSTAL BALLOT

“RESOLVED that subject to the consents, approvals and permissions being obtained from appropriate authorities to the extent applicable or necessary, consent of the Company be and is hereby given pursuant to Section 293(1) (a) of the Companies Act, 1956 to the transfer of the Parryware Division of the Company engaged in the business of manufacture and sale of Sanitaryware and trading in allied products, with all assets and liabilities including the manufacturing facilities at Alwar, Dewas, Ranipet and Perundurai (under construction) to a wholly owned subsidiary of the Company by way of sale or assignment at such consideration being not lower than the net book value and with effect from such date as the Board of Directors of the Company may think fit and that the Board of Directors of the Company ( which shall include a Committee of Directors that may be constituted for this purpose) be and is hereby authorised to complete the transfer of the said Parryware Division with such modifications as may be required by any of the concerned authorities or which it may deem to be in the interest of the Company and do all such acts, deeds, matters and things as may be deemed necessary and /or expedient in the interest of the Company ”.

RESULT

As the number of votes cast in favour of the resolution was more than the number of votes cast against, I declare that the Ordinary Resolution under Section 293 (1)(a) of the Companies Act, 1956, with regard to the Notice of Postal Ballot dated 20th October 2005 is passed in favour of the resolution with the requisite majority.