ARTICLE A - REGULATION 65

PAYMENT OF SITTING FEES

1. Subject - Payment of sitting fees.

2. Passing Authority - Board of Directors.

3. Nature of the Resolution - Noting by Board.

4. Specimen Agenda:

"RESOLVED THAT: Cheques representing the under noted amounts towards siting fees due to be paid to the Directors present for attending the meeting to be placed on the table and distributed.

OR

The Chairman to place on the table a cheque for Rs.500/- representing the fee due to Mr.A as a Director for attending the Meeting.

5. Guidelines:

1) The payment must be authorised by the Company's Articles or the General Meeting as the case may be.

2) Fees by way of monthly payment may require approval of the Central Government in terms of Section 309.

`3) In addition to sitting fees, travelling expenses etc. may be paid only if so authorised by the Company's Articles.

6. Filing: Not applicable.