To
The Members,
Notice is hereby given pursuant to Section 192A read with Companies(Passing of the Resolution by Postal Ballot)Rules, 2001 for obtaining the consent of the Members through Postal Ballot for authorizing the Board of Directors of the Company under Section 372A of the Companies Act,1956 to pass with or without modifications the Special Resolution.

The draft Special Resolution together with the Explanatory Statement pursuant to Section 173(2) of the Companies Act,1956, setting out the material facts and reasons thereto is enclosed.

Place: New Delhi

Date : July 3, 2008

Notes:
1. The Company has appointed Mr Dinesh Agnani, Advocate, Agnani & Associates, Advocates, C-8, Jangpura Extension, New Delhi-110014 as Scrutinizer, to receive and scrutinize the completed ballot papers from the members. The Postal Ballot Form and
the Self Addressed postage pre-paid envelope are enclosed for the use of the members.
2. You are requested to carefully read the instructions printed in the Postal Ballot Form and return the Form duly completed with the assent(for) or dissent(against), in the attached postage pre-paid envelope, so as to reach the Scrutinizer not later than the close of working hours (5.30 P.M.) on Thursday, the August 7,2008 to be eligible for being considered, failing which, it will be strictly treated as if no reply has been received from the member.
3. The Scrutinizer will submit his report to the Chairman of the Company or in his absence, to any other person so authorized by the Chairman after completion of the scrutiny and the results of the Postal Ballot will be announced on Friday, the August 8, 2008 at 2.00
P.M. at the Registered Office of the Company at MGF House, 4/17-B, Asaf Ali Road, New Delhi. The date of declaration of the Postal Ballot result will be taken to be the date of passing the Special Resolution.
4. The results of the Postal Ballot will also be published in leading English and Hindi newspapers in New Delhi after such announcement. The results of the Postal Ballot will also be noted at the Annual General Meeting of the Company. The results will also be communicated to the Bombay Stock Exchange Ltd.

Special Business
To consider and if thought fit, to pass with or without modifications, the following resolution as a Special
Resolution:-
RESOLVED THAT pursuant to the provisions of Section 372A and other applicable provisions, if any, of the Companies Act,1956, Foreign Exchange Management Act,1999, directions issued by Reserve Bank of India and other applicable provisions and subject to such approvals, consents, sanctions and permissions of appropriate authorities, departments or bodies as may be necessary, consent of the Company be and is hereby accorded to Board of Directors of the Company from time to time to make loans to any body/ bodies corporate, acquire by way of subscription, purchase or otherwise shares and/or debentures(whether convertible or not) or warrants or other equity related securities
of any body/bodies corporate in India or abroad existing or which may be promoted securities of any body corporate or give any guarantee or for such amounts that the outstanding loans together with investments made and guarantees given and securities provided by the company does not exceed Rs.50 Crores in connection with loan made by any other person to, or to any other person by, any body corporate notwithstanding that such investments, outstanding loan given or to be given and guarantees & security provided are in excess of 60 percent of the Paid Up Share Capital and Free Reserves of the Company or 100 percent of the Free Reserves of the Company, which ever is more, as prescribed under Section 372A, as detailed in the attached Explanatory Statement, as they in their absolute discretion deem beneficial and in the interest of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to above Sh. Rajiv Gupta, Chairman and/or Sh. M.K.Madan, Director of the Company be and are hereby severally authorized to take such steps as may be necessary for obtaining approval(s), statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and/or incidental or ancillary thereto, and to sign, seal and execute all deeds(s), application(s), document(s) and writing(s) that may be required, on behalf of the Company and generally to do all act(s), deed(s) and thing(s) as may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid matter”.

Place: New Delhi
Date : July 3, 2008

EXPLANATORY STATEMENT UNDER SECTION 173 OF THE COMPANIES ACT,1956
The Board of Directors of the Company have been empowered by the shareholders to acquire from time to time by way of subscription, purchase or otherwise, shares and/or debentures(whether convertible or not) or warrants or other equity related securities of any body/bodies corporate in India or abroad (existing or which may be promoted) in excess of the limits as prescribed under the than Section 372 of the said Act as it may, in its absolute discretion, deem beneficial and in the interest of the company, and the aggregate amount of investment so made not to exceed Rs. 8 Crores (Rupees Eight Crores Only).

It is expected that the total amount of loans, investments and guarantee/security already made together with loans that are proposed to be made by the company to Corporates in the ordinary course of business is likely to exceed the limits prescribed under the said Section.

It is further expected that the Company may make or proposed to make Inter Corporate and other loans to Bahubali Services Ltd, The Motor & General Finance Ltd, MGF Services Ltd and others and also investments in shares, debentures etc of other corporates, in the normal course of the business of the company to be funded out of internal sources of the company.
i) Besides the above bodies corporate to whom such loans shall be made would be domestic companies, both private and public excepting(a) companies with accumulated losses for a consecutive period of three financial years (b) companies which have been referred to Board for Industrial and Financial Reconstruction(c) companies in respect of which a liquidator/administrator/receiver has been appointed in respect of any part or all assets and properties.
ii) Such loans shall be for working capital requirements.
iii) The other terms and conditions like maximum amount of loan, interest to be charged, repayment period, margin requirements etc, as may be approved by the Board of Directors.

Section 192A read with Companies(Passing of the Resolution by Postal Ballot) Rules, 2001 require that the said Special Resolution be approved by the shareholders through Postal Ballot.

Accordingly, the enclosed draft Special Resolution, authorizing the making of loans to bodies corporate, from time to time, such that the loans outstanding, together with the investments in shares, debentures etc of other bodies corporate, guarantees given and securities provided
by the company under Section 372A of the Companies Act, does not exceed Rs.50 Crores at any one time, is submitted for consideration of the shareholders and the Board commends that the resolution be passed.

Upon the shareholders approving the said Special Resolution, the loans would be granted for the purpose of working capital needs and for such other business/financial needs as may be decided by the Board of Directors. The Register of Inter-Corporate Loans and Investments containing the details required to be mentioned therein is open for inspection during the office hours on any working day at the Registered Office of the Company.
Interest of Directors
None of the Directors of the Company is interested in the resolution.

Place: New Delhi
Date: July 3, 2008