RNS Number:1596G
SIEL Ld
24 February 2000

               Extract from Minutes of Board of Directors Meeting

      Date of Meeting  21.2.2000          Resolution No. 10

10. The Board was informed that :

    The Company had approached the Financial Institutions (FIs) for
    reschedulement of its long term debts.

    The FIs while considering the Company's proposal of reschedulement have 
    stipulated some conditions which inter alia require that Mr. Siddharth 
    Shriram and/or his relatives, friends, associates and group companies shall
    singly or jointly induct atleast Rs.40 million by way of equity shares in 
    the Company. The letter dated 10.2.2000 received from ICICI Limited, the 
    lead institution was placed at the meeting.

    It was observed by the Board that it is very critical for the Company that  
    the reschedulement of its debts is accepted  by  the Financial Institutions 
    and therefore the conditions imposed by them for the purpose should be 
    accepted.

    It was further observed that though FIs have required Mr. Siddharth Shriram 
    and his friends, associates, relatives and group companies to induct 
    at least Rs.40 million, Mr. Siddharth Shriram be requested to make an 
    attempt to cause induction of as much funds into the Company as possible 
    for him to do.

    Mr. Siddharth Shriram explained that he fully understands the needs of the  
    Company for additional funds and the importance of acceptance of 
    reschedulement by FIs. He further explained that he has already initiated 
    discussions with his friends, associates, relatives and group companies for 
    inducting funds into the Company and some of them have shown interest to 
    put in funds in the Company by way of preferential allotment.

    The matter was discussed in detail and it was observed that the price and 
    other terms and conditions of issue of equity shares on preferential basis  
    shall have to be strictly in accordance with prevailing guidelines issued 
    by Securities and Exchange Board of India.

    After further discussion, it was:

    Resolved that subject to the approval of the shareholders of the Company 
    pursuant to the provisions of section 81 and other applicable provisions, 
    if any, of the Companies Act, 1956 and subject to such approvals, sanctions 
    and permissions as may be necessary and subject to such terms and  
    conditions and modifications as may be prescribed while granting such 
    approvals, the company do issue upto 73,17,000 equity shares of Rs.10/- 
    each at a price of Rs.12.30 per share (including premium of Rs.2.30 per  
    share) on preferential basis to the following Companies on such terms and
    conditions as may be decided by the Board of Directors or Committee thereof 
    in accordance with the guidelines issued by the Securities and Exchange  
    Board of India (SEBI) or such other authorities as may be necessary in  
    this regard and at such time as the Board of Directors or Committee in its 
    absolute discretion think fit in accordance  with  the SEBI guidelines.

-------------------------------------------------------------------------------
S1.    Name of the proposed                                   No. of Shares     
No.    allottee                                               to be allotted
-------------------------------------------------------------------------------
1.     Usha International Limited                                 813,000
2.     SFSL Securities Limited                                  1,626,000
3.     Vins Overseas Limited                                      813,000
4.     Cheston Investment Limited                                 813,000
5.     Perennial Investments Limited                              813,000
6.     Doab Foods & General Industries Limited                    813,000
7.     M.S.R. Enterprises Limited                                 813,000
8.     Lindon Investments Limited                                 813,000
                                                                ---------
                                                  Total         7,317,000
------------------------------------------------------------------------------

Further resolved that the following resolution be proposed to the shareholders 
of the Company for their approval at the forthcoming Annual General Meeting:

"Resolved that in accordance with the provisions of Section 81 and other
applicable provisions, if any, of the Companies Act, 1956, and subject to
such approvals, sanctions and permissions as may be necessary and subject
to such terms and conditions and modifications as may be prescribed while
granting such approvals, and which may be agreed to by the Board of Directors of
the Company or any Committee duly constituted and authorised by the Board 
(hereinafter referred to as 'Committee'),  consent of the Company be and is 
hereby accorded to the Board of Directors or Committee for issuing upto
73,17,000 Equity Shares of Rs.10/ each at a  price  of Rs.12.30 per share
(including premium of RS.2,30 per share) on preferential basis to the following 
persons on such terms and conditions as may be decided by the Board of Directors
or the Committee in accordance with the guidelines issued by        Securities
and Exchange Board of India (SEBI) or such other Authorities as may 
be necessary in this regard and at such time as the Board of Directors or
Committee in its absolute discretion think fit in accordance with the SEBI
guidelines in this regard."

-----------------------------------------------------------------------------
S1.    Name of the proposed                                   No. of Shares     
No.    allottee                                               to be allotted
-----------------------------------------------------------------------------
1.     Usha International Limited                                 813,000
2.     SFSL Securities Limited                                  1,626,000
3.     Vins Overseas Limited                                      813,000
4.     Cheston Investment Limited                                 813,000
5.     Perennial Investments Limited                              813,000
6.     Doab Foods & General Industries Limited                    813,000
7.     M.S.R. Enterprises Limited                                 813,000
8.     Lindon Investments Limited                                 813,000
                                                                ---------
                                                  Total         7,317,000

END

ROMILFVVFLISFII


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