1. To receive, consider and adopt the Audited Balance Sheet as at 31 st March 2006, the Audited Profit and Loss Account for the year ended on that date, together with the Reports of the Board of Directors and Auditors thereon.
2. To note, confirm and ratify payment of dividend on Preference Shares.
3. To note, confirm and ratify payment of interim dividend, and to declare final dividend on Equity Shares.
4. To appoint a Director in place of M. G. Ramkrishna, who retires by rotation and being eligible, offers himself for re-appointment.
5. To appoint Auditors to hold the office from the conclusion of this meeting, until the conclusion of the next Annual General Meeting and to fix their remuneration.
   
   

6. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

1. in the fourth line, after the word "own", and before the word "work", the following words be inserted: "employ, operate in carriage of passengers, mails and merchandise of all kinds, and to"
   
   
2. in the seventh line, after the words "liquid petroleum gas carriers" and before the word "Commercial", the following words be inserted:
   "liquid natural gas carriers, vessels for offshore oil and gas operations such as jackup rigs, drill ships, semi submersibles, platforms or any other offshore installations/structure, survey vessels, supply vessels, crew vessels, aircrafts. helicopters, under water inspection, NDT inspection, repairs of sub-sea structures /installation, diving and all other related activities,"
   
   
3. in the ninth line, the following alterations be made:
   At the beginning, before the word "specialised", the word "any" be inserted. Further, after the word "specialised" and before the word "or", the words "carriers, ships or vessels," be inserted; after the words "otherwise ships" and before the word "of every description," the words "and vessels", be inserted; the word "vessels" in the ninth line before the word "description" and after the word "air-crafts" be deleted. Also, after the word "air-crafts" and before the word "and", the word "helicopter", be inserted.
   
   
4. in the eighteenth line, after the words "vessels," and before the word "and", the words "aircrafts, helicopters,", be inserted.

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.
   
   
2. The Instrument of proxy, in order to be effective, must be deposited at the Company's Registered office not less than forty-eight hours before the time of the meeting.
   
   
3. The relevant explanatory statement pursuant to section 173(2) of the Companies Act, 1956 in respect of business set out under item nos. 6 and 7 is annexed hereto and forms part of this notice.
   
   
4. As per requirements of Section 192A of the Companies Act, 1956 read with Companies (Passing of the Resolution by Postal Ballot), Rules, 2001, in respect of item no. 6 of the Notice herein above, the Company seeks approval of its members by way of Postal Ballot, notice and forms for which are dispatched separately to all the members entitled to receive the same. The members are requested to send their assent / dissent within the time specified.
   
   
5. Members desiring any information on the accounts at the Annual General Meeting are requested to write to the Company at least 7 days in advance, so as to enable the Company to keep the information ready.
   
   
6. The Register of Members and Share Transfer Books will remain closed from Saturday the July 22, 2006 to Monday the July 31, 2006 (both days inclusive); to decide the entitlement of Members for payment of final dividend that may be declared at the Annual General Meeting.
   
   
7. The final dividend on shares for the financial year ended on March 31, 2006, as recommended by the Directors if declared at the meeting; will be payable on or after July 31, 2006, to those members/deemed members, whose name appears in the Register of Members/ statement of beneficial ownership furnished by depositories; at the end of business hours on the July 21, 2006.
   
   
8. a) Pursuant to Section 205A of the Companies Act, 1956, unpaid dividend for the financial year 1993-94 has been transferred to the General Revenue Account of the Central Government. Those members, who have not encashed the dividend warrant for the said year, are requested to claim their dividend amount from the Registrar of Companies, Maharashtra.
   b) Pursuant to the amended provisions of the said Act, the amount of dividend in respect of the years 1994-95 to 1997-98 remaining unpaid or unclaimed for a period of seven years have been transferred to the Investors Education and Protection Fund.
   c) The members who have not encashed their dividend warrants for any of the subsequent years are requested to write to the Company for issue of duplicate warrants in their own interest.
   
9. Members are requested to notify immediately any changes in their address to the Company and in case their shares are held in dematerialized form, the information should be passed on to their respective Depository Participants without any delay.
   
   
10. Members are requested to furnish/update their Bank Account details to the Company/Registrar & Transfer Agents/Depository Participants to enable the Company to print the same on the dividend warrants/to avail of ECS facility, wherever applicable.
    
    
11. Members, who hold shares in de-materialized form are requested to bring their Client ID and DP ID Nos. for easier identification of attendance at the meeting.
    
    
12. All the documents referred to in this notice and explanatory statement are available for inspection of the members at the registered office of the Company on any working day between 11:00 a.m. to 1:00 p.m. at the registered office of the Company, up to the conclusion of the said Annual General Meeting.
    
    
13. ADDITIONAL INFORMATION ON RE-APPOINTMENT OF DIRECTOR:
    
    M. G. Ramkrishna, a Director retiring by rotation has offered himself for re-appointment at the ensuing annual general meeting. M. G. Ramkrishna, aged 61 years, is a veteran banker having vast experience of more than 35 years in the industry and is associated with the Company since 2003. He is member of the Audit and Remuneration cum Selection Committees of Board of Directors of the Company. He is also on Board of Directors of Saint Gobain Sekurit India Limited and KEC Infrastructure Limited. He holds 25,000 equity shares of the Company.

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