Postal Ballot Notice was issued to the Shareholders pursuant to Section 192A of the Companies Act, 1956, read with the Companies (Passing of Resolution by Postal Ballot) Rules, 2001, for their approval by way of Special resolution under section 372A of the Companies Act, 1956, to issue Corporate Guarantee for loans to be borrowed by M/s. Natronix Semiconductor Technology Limited upto Rs. 60 Crores and the shareholders were requested to send their assent/dissent in the Form duly completed and signed in the self-addressed, pre-paid postage business reply envelope, so as to reach the Scrutinizer before the close of working hours (17.30 hrs.) on Monday, Dec 22, 2008.

The Board of Directors had appointed Mr. R. Sridharan, M/s. R. Sridharan & Associates, Company Secretaries, as scrutinizer for conducting the postal ballot in a fair and transparent manner. After due scrutiny of Postal ballot forms received, Scrutinizer has submitted his report as under.

As the number of votes cast in favour of the resolution was three times more than the number of votes cast against, I report that the Special Resolution under Section 372A of the Companies Act, 1956 with regard to the Item No. 1 as set out in the Notice of Postal Ballot pertaining to issue of Corporate Guarantee for the loans to be borrowed by M/s Natronix Semiconductor Technology Limited up to Rs. 60 Crores is passed in favour of the resolution with requisite majority.

SPECIAL RESOLUTION :

“Resolved that pursuant to the provisions of Section 372A 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) and subject to such other approvals, sanctions, if any required, 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 issuing Corporate Guarantee for the loans to be borrowed by M/s. Natronix Semiconductor Technology Limited upto Rs. 60 Crores”

“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”.

                                                                            For SPEL Semiconductor Limited

                                                                                                 N. Sivashanmugam

                                                             Chief Financial Officer & Whole time Director