RESOLVED THAT pursuant to the provisions of Section 146(2)(a),192A and other applicable provisions, if any, of the Companies Act, 1956(including any statutory modifications or re-enactment thereof for the time being in force), Companies (Passing of Resolution by Postal Ballot) Rules,2001 and subject to such other approvals, sanctions, if any, the Consent be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “ the Board “ which shall also mean and include any Committee(s) thereof) for shifting of the Registered Office of the Company situated at MAC House, 4 Sardar Patel Road, Guindy, Chennai – 600 032 to the Factory Premises situated at 5 CMDA Industrial Estate, Marimalai Nagar (Chennai) 603 209 or such other place outside the city limits as may be determined by the Board of Directors of the Company from time to time.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take such steps as may be necessary, desirable or expedient to give effect to this Resolution

As per the report submitted by Mr.R.Sridharan, M/s.R.Sridharan & Associates, Company Secretaries, Chennai, the number of votes cast in favor of the resolution was three times more than the votes cast against, I declare that the Special Resolution under Companies Act, 1956, as proposed in the Notice of Postal Ballot dated 30th July 2007 is passed with the requisite majority.

Ordinary Resolution

RESOLVED THAT pursuant to Section 293 (1) (a),192A and other applicable provisions, if any of the Companies Act,1956,(including any statutory modification or re-enactment thereof for the time being in force), Companies (Passing of Resolution by Postal Ballot )Rules,2001 and subject to such other approvals, sanctions, if any , for the time being in force, consent be and is herby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall also mean and include any Committee(s), which the Board may constitute to exercise the powers of the Board including the powers conferred by this Resolution) to lease 19 acres of land or any part thereof, situated at 1,2,5 & 6 CMDA Industrial Estate, Maraimalai Nagar (Chennai) 603 209 on such terms and conditions as they deem fit.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board and /or its duly constituted Committee be and are hereby authorized to finalize, settle and execute such documents/deeds/writings/papers/agreements as may be required and do all such acts, deeds, matter and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard.

As per the report submitted by Mr. R. Sridharan, M/s. R.Sridharan & Associates, Company Secretaries, Chennai, the number of votes cast in favour of the resolution was more than the votes cast against, I declare that the Ordinary Resolution under Companies Act, 1956, as proposed in the Notice of Postal Ballot dated 30th July 2007 is passed with the requisite majority.

                                                                            For SPEL Semiconductor Limited

                                                                                                 N. Sivashanmugam

                                                             Chief Financial Officer & Whole time Director