RESOLVED THAT pursuant to the provisions of Section 17 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) any 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 amending the object clause of the Memorandum of Association, by inserting a new Clause 44 after the existing Clause 43.

To carryon the business of electric supply company and to do all things incidental to such business including but not limited to buying or generating electricity through conventional and non-conventional sources, for its own use or distribution or otherwise, the power so generated be consumed by or through wheeling or banking with State Electricity Board. To purchase, take on lease hold in fee, hire, exchange, or otherwise acquire and to hold and maintain and deal in sell or otherwise dispose of movable and immovable property and rights or privileges or interests of all kinds and in particular lands rights over or connected with land, estates concession, patents, inventions, trade marks, copy rights and to enter into any agreements with any Government or Authority supreme, municipal local or otherwise, that may be seen conducive to the Company’s objects of generating and distribution of power through conventional and non-conventional sources and to obtain from any such Government or Authority, land lords, all rights, concessions and privileges which the Company may think it desirable to obtain and to carryout, exercise and comply with any such arrangements, rights, privileges and concessions and to establish and to carry on any business in connection with any or all of the above or which may be calculated to enhance the value of any of the properties or rights of the Company or to facilitate the disposition thereof.

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.

RESOLVED FURTHER THAT to Section 149(2A) of the Companies Act, 1956, sanction be and is hereby accorded to the Board of Directors to carry on the business as envisaged under Clause 44 of the Memorandum of Association of the company.

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 24th March 2008 is passed with the requisite majority.

                                                                            For SPEL Semiconductor Limited

                                                                                                 N. Sivashanmugam

                                                             Chief Financial Officer & Whole time Director