SECTION 293 (1) (c) DISTRIBUTION OF COMPENSATION

1. Subject - Distribution of compensation.

2. Passing Authority - General Meeting.

3. Nature of the Resolution - Ordinary Resolution.

4. Specimen Resolution(s):

That the Board of Directors be and are hereby authorised to deal with the money representing compensation received and/or to be received from the government of India in terms of the Transport (Nationalisation) Act, 2001 for the taking over of the undertaking of the Company, in such manner as is considered necessary and expedient by the Board.

5. Guidelines:

1) Approval of the company in general meeting is requirekd for investing (other than in trust securities) the amount of compensation received by company in respect of compulsory acquisition of any undertaking or of any premises or properties used for any such undertaking.

2) Where only the premises or properties have been acquired, the explanatory statement should explain that the undertaking cannot be carried on or can be carried on only with difficulty or only after a considerable time.

3) The restrictions donot apply to a private company (which is not a subsidiary of apublic company).

6. Filing: Nil.