Nelco Limited
August 24, 2004

At the board meeting held on August 23, 2004, the board has passed the following resolutions:

• Under Section 94 (1) of the Companies Act, 1956 increase in the authorised capital of the company from Rs 25 crore to Rs 50 crore divided into 2,50,00,000 equity shares of Rs10/- each and 25,00,000 redeemable preference shares of Rs 100/- each.
• Amendment of Capital Clause 5 of the Memorandum of Association of the company consequent upon increase in the authorised capital of the company.
• Special Resolution under Section 31 of the Companies Act, 1956, for alteration of Article 5 of the Articles of Association of the company.
• Passing of the aforesaid resolutions by a postal ballot process for which the notice is being sent to the members shortly.