SECTUIB 293 (1)(a) SALE OF UNDERTAKING

1. Subject - Sale of undertaking.

2. Passing Authority - General Meeting.

3. Nature of the Resolution - Ordinary Resolution.

4. Specimen Resolution((s)

"Approval be and is hereby given to the sale to X Company Ltd. of Company's undertaking/business carried on by the Company under the name and style of "Chennai Tyres" to X Ltd. (hereinafter called the Purchaser) at a value not exceeding Rs,75 Lakhs free from all encumbrances and on the terms and conditions contained in the draft Agreement placed before the board and initialled bythe Chairman for the purposes of identification, containing inter alia the following terms and conditions:-

a) The Company shall sell and the X Co. Ltd. (hereinafter called the Purchaser) shall purchase the business carried on by the Company under the name and style of Chennai Tyres (hereinafter referred to as "the said business") and such sale shall include.

i) the goodwill of the said business and alllicences, permits and trademarks connected therewith.

ii) all plant machinery office furniture, stock-in-trade implements, utencils, appendages, appurtenances and all other movable property to which the company is entitled in connection with the said business.

iii) all book debts and other debts and the full benefit of all securities for such debts in connection with the said business.

iv) the full benefit of all pending contracts engagements and orders in connection with the said business; and

v) all other properties including cash in hand or in banks or in transit to which the Co. is entitled in connection with the said businejss the valuation whereof is tobe made and certified by such qualified valuer, auditor, accountant or other person or persons as maybe approvekd by the Company and the Purchaser.

b) On or before tehe completion of the sale the company shall transfer or procure the transfer of all existing licences in favour of the Purchaser obtain the Income-Tax and Sales Tax Clearance Certificates, obtain contracts or acceptance of transfer of services from all workman in favour of the Purchaser, obtain discharge from all creditors in a form satisfactory to the Purchaser and surrender to the Purchaser theLease dated 23rd December 1990.

c) The Purchaser shall pay the company a sum of Rs,.7,50,000 as earnest money either in cashor approved securities at cost or both and shall before the completion of the sale pay by way of part-payment of the purchase price such mfurther sum or sums not exceeding in the aggregate Rs.20,00,000 as may be required by the Co. for implementjation of the Sale Agreement provided the Purchaser is satisfied that the book value of the items (ii) and (iii) mentioned in paragraph (a) above is not less than Rs.22,00,000.

d) The sale shall be completed within 30th June 2010 time being the essence of the contract.

e) On the failure of the Associate to perform or comply with its obligations the Purchaser shall have the right to determine the agreement and on such determination the Co. shall refund all moneys paid by the Purchaser to the Co. by way of earnest money or part-payment of the purchase price with interest at 15% per annum till such repayment."

5,. Guidelines:

1) Sales of shares in another company does not amount disposal of undertaking.

2) Disposal of substantial part of the undertaking requires approval of the members.

3) Undertaking should be taken tomean a business unit or enterprise.

6. Filing: Form 23--within 30 days.