Mr. Verhomal Menghrajani

March 16, 2001 MR. VERHOMAL MENGHRAJANI Chairman, COMELEC Hindu Temple Inc. 1426 Looban St.,Paco, Manila Philippines S i r : This refers to your letter dated February 20, 2001 requesting for the approval of the extension for the submission of nominations up to March 3, 2001 and the holding of elections on March 18, 2001. It appears on record that on January 27, 2001 the COMELEC released a circular letter announcing the opening of the nominations and setting the deadline for the submission of the same on February 3, 2001 for the 2001 temple's election scheduled on February 18, 2001. However, there was insufficient number of nominations received on the deadline and the COMELEC had to release another circular, this time extending the deadline for the submission of the nomination to February 10, 2001 and resetting the election date to February 25, 2001. Unfortunately, on February 10, 2001 only six (6) nominations were received which number is short by 5 nominations needed to comply with the by-laws requirement of eleven (11) nominations to warrant the holding of the scheduled election. (SEC 4.,par b, Procedures on Election of the Hindu Temple).Hence, this letter request for a final and third extension of the deadline for the submission of nominations and the resetting of the election date. Prescinding from the foregoing factual background, it may thus be stated that there is no legal impediment to grant the requested extension for the holding of election. This conclusion is anchored on Section 24 of the Corporation Code, the pertinent proviso of which reads thus: ...Any meeting of the stockholders or members called for an election may adjourn from day to day or from time to time but not sine die or indefinitely if for any reason, no election is held, or if there are not present or represented by proxy, at the meeting, the owners of a majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote. The rationale behind the provision of Section 24 can be best explained in the following observation: It can be implied from Section 24 that if the election cannot be held on the appointed time, it should be made within a reasonable time thereafter. Section 24 also provides for a limitation in that adjournment upon failure to hold an election cannot be made sine die or indefinitely. This new provision is intended to avoid or minimize the practice of holdover and to implement the policy that directors shall hold office for one year only. It must be an adjournment from day-to-day or from time-to-time or an adjournment to a certain day but certainly not indefinitely. (Rosario N. Lopez, The Corporation C od e of the Philippines citing the Proceedings of the Batasan Pambansa on the Proposed Corporation C od e, December 5, 1979), Vol. I, p. 404). Based on the aforequoted legal provision, cited observation and the justifiable reasons for the extension of the conduct of election stated in your letter, your request is thus granted . cASEDC Very truly yours, (SGD.) BENITO A. CATARAN Director, CRMD February 20, 2001 The Legal Department Securities & Exchange Commission Ortigas Ave.,Mandaluyong Metro Manila Gentlemen : Undersigned was appointed as Chairman of the three-man Committee on Election last January 12, 2001 to conduct the elections for the eleven (11) members of Board of Trustees of Hindu Temple, Inc. a non-profit organization. The other two members on my committee were Mr. Vinod Hardadani and Mr. Lachu Chandnani. The Hindu Temple, Inc. is mandated, as per by-laws to hold the elections for the eleven (11) members of Board of Trustees every two (2) years in the month of February. Accordingly Comelec released a circular letter to all members on January 27, 2001 announcing the opening of nominations and setting the deadline for the submission of the same for February 3, 2001 up to 5:00 p.m. The elections were scheduled for February 18, 2001. Attached is copy of the circular letter. Due to insufficient number of nominations received as of deadline, February 3, 2001, the Comelec released another circular letter to the members extending the deadline up to February 10, 2001 up to 5:00 p.m. The date of election was likewise extended up to February 25, 2001. Attached is copy of this second circular letter. Once again, the number of nominations received as of extended deadline, February 10, 2001, were only six (6) against minimum of thirteen (13) nominations needed to warrant holding of elections as scheduled. This is an urgent request and appeal for your kind permission and approval authorizing the undersigned to extend, for the final time, the date of deadline for the submission of nominations up to March 3, 2001 and date for the elections up to March 18, 2001. Attached are our By-laws for your reference. Anticipating your favorable action. Very truly yours, (SGD.) VERHOMAL MENGHRAJANI Chairman, COMELEC February 3, 2001 SUBJECT : EXTENSION FOR NOMINATIONS & ELECTIONS Dear Fellow Members, Please be informed that due to insufficient number of nominations received as of deadline today, the final date for the submission of nominations is hereby extended from February 3 to February 10, 2001 up to 5:00 p.m. closing time. Likewise, the original date of Elections for the eleven (11) members of the Board of Trustees of the Hindu Temple, Inc. for the term 2001 to 2003, February 15, 2001, is also hereby extended up to February 25, 2001. All members are requested to participate vigorously to insure success of said Elections. cASEDC Sincerely yours, VERHOMAL T. MENGHRAJANI Chairman, COMELEC January 27, 2001 SUBJECT : ELECTIONS Dear Fellow Members, Please be informed that Elections for the eleven (11) members of the Board of Trustees of the Hindu Temple, Inc. for the term 2001 to 2003 will be held on February 18, 2001 at the Prayer Hall after the regular Satsang and services are terminated at 12:15 p.m.. Nominations are open effective this notice and nomination forms are available at the Secretariat of the Hindu Temple. All nomination forms duly accomplished must be submitted to the office of the Secretariat of the Hindu Temple at not later than 5:00 p.m. of February 3, 2001. All annual members are requested to update on their dues but not later than February 3, 2001 so as to be qualified to nominate and vote and be nominated and voted upon in the said elections. Sincerely yours, VERHOMAL T. MENGHRAJANI Chairman, COMELEC