Ambalal Sarabhai - Notice of Postal Ballot

• Security Code: 500009
• Company: AMBALALSA

Ambalal Sarabhai Enterprises Ltd has informed BSE that the members of the Company will consider to approve by way of Postal Ballot the Ordinary Resolutions as under:

1. To transfer and assign as a going concern the Company's Undertaking known as and carried on by the Company in the name of Sarabhai Chemicals Bulk Drugs Division (SCBD) to Symbiotic Ltd, a wholly-owned subsidiary of the Company, by way of slump sale at a lump-sum consideration of Rs 2.67 crores (Rupees Two crores and sixty seven lacs
only) subject to further adjustments based on audited accounts of the said Undertaking as at March 31, 2009, subject to necessary provisions & approvals.

2. To transfer and assign as a going concern the Company’s Undertakings known as and carried on by the Company in the name of Electronics (Systronics, Telerad and Sarabhai Electronics Research Centre (SERC)) Divisions as going concerns to Systronics (India) Ltd, a wholly-owned subsidiary of the Company by way of slump sale at a lump-sum consideration of Rs 23.77 crores (Rupees Twenty three crores seventy seven lacs only) subject to further adjustments based on audited accounts of the said Undertakings as at March 31, 2009, out of which 50% of such value shall be appropriated by the Company against the subscription for subscribing new equity shares and to make the present equity holding from partly paid to fully paid equity shares or Systronics (India) Ltd and balance 50% to be considered as unpaid consideration which will be treated as interest free loan for initial period of three years and thereafter simple interest @ 12% p.a. with repayment of Rs 7.00 lacs (Rupees seven lacs only) p.m. starting immediately on date of transfer against principal amount, subject to necessary provisions & approvals.

3. To transfer and assign as a going concern the Company’s Undertaking known as and carried on by the Company in the name of Sarabhai Common Services Divisions as a going concern to Mautik Exim Ltd, a wholly-owned subsidiary of the Company by way of slump sale at a lump-sum consideration of Rs 10.06 crores (Rupees Ten crores six lacs only) subject to further adjustments based on audited accounts of the said Undertaking as at March 31, 2009 which shall be appropriated by the Company against the subscription for subscribing equity shares of Mautik Exim Ltd, subject to necessary provisions & approvals.

The Board of Directors has appointed Mr. Ravi Kapoor, a Practicing Company Secretary as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

The Postal Ballot form duly completed should reach the scrutinizer not later than the close of working hours on March 28, 2009. The scrutinizer will submit his report to the Chairman after completion of the scrutiny and the results of the postal ballot will be announced by the Chairman on March 30, 2009.