SECTION 293 (1)(a) CREATION OF MORTGAGE

1. Subject - Creation of Mortgage.

2. Passing Authority - General Meeting.

3. Nature of the Resolution(s) - Ordinary Resolution.

4. Specimen Resolution(s)

A. PARI PASSU MORTGAGE:

i) That the consent of the Company be and the same is hereby accorded to the creation by the Company of a first fixed charge to be constituted in accordance with law in such form or forms as may be approved by Common-Wealth Development Finance Company Limited, London ("CDFC") in favour of "CDFC" over all the lands, factories, buildings, structures, fixtures, fixed plant and fixed assets of the Company as a Security (in addition to the Security of a Floating Charge on the other property of the Company) for the loan of 2,50,000 pounds from "CDFC" to the Company and interest payable on the loan and other money intended to be secured to rank pari passu in all respects with the existing Mortgages on the Company's property and assets created in favour of The Industrial Credit & Investment Corporation of India Limited. ("ICICI") & ("CDFC") for the loans granted by them to the Company, and with the charge proposed to be created in favour of "ICICI" for the Second Loan of Rs.25,00,000 proposed to be provided by it to the Company.

ii) That the consent of the company be and the same hereby accorded to the creation by the company of a first legal Mortgage in favour of The Industrial Credit and Investment corporation of India Limited, Bombay ("ICICI") on such terms as the Board of Directors of the company may agree with "ICICI" over all the lands, factories buildings structures, fixtures, fixed plant and fixed assets of the Company as Security (in addition to the Security of a floating Charge on the other property of the company) for the rupee loan of Rs.25,00,000 from the "ICICI" to the Company and interest payable on the loan and other moneys intended to be secured to rank pari-passu in all respects with the existing mortgages on the Company's property and assets created in favour of Common Wealth Development Finance Company Limited ("CDFC") & ("ICICI") for the foreign exchange loans granted by it to the Company and with the charge proposed to be created in favour of "CDFC" for the second loan of 2,50,000 pounds proposed to be provided by of to the company.

5. Guidelines:

1) Hypothecation or mortgage does not amount to disposal of undertaking within the meaning of the section.

But Banks and Financial Institutions insist on a resolution in such cases.

2) Consent of Controller of Capital must be obtained where necessary.

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