The Board of Directors of Goodwill (India) Ltd. wish to appoint an alternate director on the Company's Board in the absence of Mr. Prince, a director, who proceeded on leave. Referring to the provisions of the Companies

Conditions for Appointment of an Alternate Director The Board of Directors of a company must be authorised by its articles or by a resolution passed by the company in general meeting for appointment of the alternate director. The person in whose place the Alternate Director is being appointed should be absent for a period of not less than 3 months from India. The person to be appointed as the Alternate Director shall be the person other than the person holding any alternate directorship for any other Director in the company. If it is proposed to appoint an Alternate Director to an Independent Director, it must be ensured that the proposed appointee also satisfies the criteria of Independence as per Section 149(6). Tenure Not exceeding the term permissible to original director: An alternate director shall not hold office for a period longer than that permissible to the director in whose place he has been appointed. If the original director ceases to be a director by reason of death or vacation of office under Section 167, the alternate director shall immediately cease to hold his office. On the return of original director: The alternate director shall vacate his office when the original director in whose place he has been appointed returns to India. On disqualification of original director, alternate director will also cease to be a director.