TUBE INVESTMENTS OF INDIA LIMITED

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 65 of the Articles of Association of the Company and subject to necessary approvals, sanction be and is hereby accorded to sub-divide the nominal value of the Authorised Equity Share Capital of the Company being 4,30,00,000 equity shares of Rs. 10 each into 21,50,00,000 shares of Rs. 2 each AND THAT the Memorandum and Articles of Association of the Company be amended as follows: 

(a) Clause V of the Memorandum of Association of the Company be amended in the manner following: 

The first sentence of Clause V shall be deleted and the following be substituted therefor: 

“Authorised Capital of the Company is Rs.43,00,00,000 (Rupees forty three Crores) divided into 21,50,00,000 equity shares of Rs.2 each.” 

(b) Article 5 of the Articles of Association shall be deleted and the following substituted therefor: 
“5. The Share capital of the Company is Rs.43,00,00,000 (Rupees forty three Crores) divided into 21,50,00,000 equity shares of Rs. 2 each.” 

RESOLVED FURTHER that each of the existing 3,69,56,000 equity shares of Rs.10 each shall be divided into 18,47,80,000 equity shares of Rs.2 each with effect from such date as decided by the Board (“the Board”, which expression shall also include a Committee thereof). 

RESOLVED FURTHER  that the Board be is 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. 

 RESULT

As the number of votes cast in favour of the resolution was three times more than the number of votes cast against, I declare that the Special Resolution under Section 94 of the Companies Act, 1956, as proposed in the Notice of Postal Ballot dated 23rd March, 2006 is passed with requisite majority.