TABLE A - REGULATION 65

REIMBURSEMENT OF EXPENSES TO DIRECTORS

1. Subject - Reimbursement of Expenses to Director.

2. Passing Authority - Board of Directors.

3. Nature of the Resolution - Resolution with simple majority.

4. Specimen Resolution(s)

"RESOLVED THAT: the reimbursement of travelling and out of pocket expenses to the extent of Rs.2800/- incurred by Mr.N.G. Iyer in attending the Board Meeting held on 29th March, 1999 be and is hereby approved/confirmed."

5. Guidelines:

1) The Company's Articles of Association should contain provisions relating to reimbursement.

2) No allowance can be paid without Government's approval.

3) Actual expenses only may be reimbursed.

6. Filing: Nil