AGM Resolution

“RESOLVED THAT Mr. Amar Jain, who was appointed as an Additional Director at the meeting of the Board of Directors of the Company held on 11^th May 2003 in terms of Section 260 of the Companies Act, 1956 and Article 76 of Article of Association of the Company and whose terms expires at the ensuing Annual General Meeting of the Company, and in respect of whom a notice has been received from a member in writing, under Section 257 of the Companies Act, 1956, proposing his candidature for the office of a Director, be and is hereby appointed as a director of the company subject to the approval of shareholders in the Annual General Meeting of the Company as per the notice of Annual General Meeting.”

If any individual is directly appointed in the General Meeting witout being appointed as Additional Director than following resolutin may be adopted:

“RESOLVED THAT pursuant to Section 255 and Articles of Association o the Company, Mr. Pinkesh Nahar be and is hereby appointed as Director of the Company with immediate effect.

RESOLVED FURTHER THAT the Directors of the Company be and are hereby severally authorised to file the requisites forms with the Registrar of Companies and take all necessary steps for implementing the above resolution.”