TABLE A - REGULATION 96

CAPITALISATION OF PROFITS

1. Subject - Capitalisation of Profits.

2. Passing Authority - General Meeting.

3. Nature of the Resolution - Ordinary Resolution.

4. Specimen Resolution:

“RESOLVED THAT: 1. (i) (a) subject to the consent of the Controller of Capital Issues a sum of Rs.1,00,00,000/- being a part of the undistributed profits of the Company standing to the credit of its General Reserve be capitalised and that the said amount be applied in paying up in full at par 10,00,000 Ordinary Shares of Rs.10/- each in the capital of the Company to be allotted and distributed as fully paid bonus shares to and amongst the Members who are on the Company's Register of Members of the Ordinary Shares on such date as may be determined by the Board of Directors of the Company (hereinafter called "the Board") as the holders of the existing 10,00,000 issued Ordinary Shares of the Company in the proportion of one new Ordinary Share for every one issued Ordinary Share held by them, respectively on the said date on the footing that they become entitled to their new Ordinary Shares as capital and not as income.

Provided that if the sum permitted by the Controller of Capital Issues to be capitalised in terms of this resolution shall be less than Rs.1,00,00,000/- the Board be and is here by authorised to determine the number of fully paid new Ordinary Shares (being less than 10,00,000 shares) to be allotted and issued as bonus shares in terms of this resolution and the proportion which such new Ordinary Shares shall bear to the existing Ordinary Shares held by the said members on the said date and the amount forming part of the undistributed profits of the Company standing to the credit of the General Reserve to be capitalised shall in such event be correspondingly reduced to such amount as maybe determined by the Board for the issue of such issue of such lesser number of new Ordinary Shares depending on the amount permitted by the Controller of Capital Issues to be capitalised as aforesaid.

b) That the new Ordinary Shares shall in all respects rank pari passu with the existing Ordinary Shares save and except that they shall not, if allotted after 31st May, 2000 been titled to participate in any dividend declared or paid in respect of any period ending or or before 31st December 1999.

ii) a) That the Board be and is hereby authorised to allot and issue new Ordinary Shares credited as fully paid or such lesser number of new Ordinary Shares as may be determined by the Board in terms of Resolution (i)(a) aforesaid.

Provided that if any fractions of shares are involved in making the aforesaid allotment, no fractional certificates will be issued, but that such fractions shall be consolidated and that the Board be and is hereby authorised to allot the shares resulting from such consolidation to such person or persons (including any Director or employee of the Company) upon trust for sale on such terms and conditions as the Board may think fit and that the net proceeds of sale (after payment of costs and charges of such sale) be distributed proportionately amongst those said members entitled to such fractions in proportion to their respective entitlements.

Provided further that the allotment and issue of the said new Ordinary Shares in favour of non-resident Members of the Company and any payment to them in satisfaction of their fractional entitlements as hereinbefore approved shall be subject to the approval of the Reserve Bank of India.

b) That the Board be and is hereby authorised to give effect to the foregoing resolutions subject to the conditions, if any, prescribed by the Controller of Capital Issues and agreed to by the Board, to take all such steps as may be necessary and to settle any question or difficulty that may arise in regard to the allotment and issue of the said bonus shares.

Provided that certificates for the said bonus shares shall be despatched to them within three months from the date of allotment.

(iii) That it is hereby recorded that the intention of the Board is, in the absence of unforeseen circumstances, to recommend payment of a dividend of not less than 15% on the issued equity capital of the Company (as increased by the proposed issue of bonus shares as aforesaid) for the financial year of the company ending on 31stDecember, 1999 if the said bonus shares are allotted on or before 31st May, 2000, or for the financial year of the Company ending on 31st December, 2000, if the said bonus shares are allotted after 31st May, 2000 but before 1st May, 2001.

2. WHERE IT IS PROPOSED TO UTILISE THE RESERVES, IN MAKING PARTLY PAID UP SHARES INTO FULLY PAID UP SHARES;

"RESOLVED that subject to the consent of the controller of Capital Issues a sum of Rs.6,25,000 being part of the undistributed profits of the company standing to the credit of the General Reserve be capitalised and that this amount be used as capital bonus to be applied on behalf of the members of the company in payment in full of the uncalled liability of Rs.2.50 per share in respect of Rs.2,50,000 equity shares of Rs.10/- each already issued by the Company.

5. Guidelines:

1) The company's Articles must contain a power to capitalise. Otherwise a special resolution should be passed.

2) The capitalised profits remain with the company as capital and a paper certificate is given to the member evidencing his interest in the additional capital.

3) While passing the resolution, the guidelines issued by the Securities and Exchange Board of India (SEBI) should be observed.

4) Immediately after and before the Board Meeting, where the proposal is first considered the stock-exchange concerned should be advised where the shares are listed, Listing Agreement requirements should be complied.

5) Resolutions relating to increase of authorised capital should be passed where necessary.

6. Filing: i) Form 23--in the case of special resolution.

ii) Form 2--in due course.