SECTION 293 (1) (e)

CONTRIBUTING TO CHARITABLE AND OTHER FUNDS

1. Subject - Contributing to charitable and other funds.

2. Passing Authority - General Meeting.

3. Nature of the Resolution - Ordinary Resolution.

4. Specimen Resolution(s):

That the Board of Directors of the Company be and is hereby authorised pursuant to sub-section (1)(e) of section 293 of the Companies Act, 1956 on behalf of the company to contribute and/or subscribe from time to time in any financial year to anybody, institute, society, person, trust or fund for any charitable or other purposes not directly related to the business of the company or to the welfare of its employees upto a total amount of rupees five lakhs or five per cent of the average net profits as determined in accordance with the provisions of section 349 and 350 of the Companies Act, 1956, during the three financial years immediately preceding, whichever is greater.

5. Guidelines:

1) Approval of the company in general meeting is required, where the contributions exceed in any financial year Rs.25000/- or 5% of average net profits during 3 immediately preceding financial years whiehever is greater.

2) Net profits have to be determined in accordance with the provisions of sections 349 and 350

3) The resolution must specify the total which may be contributed to charitable and other funds in any financial year.

4) Political contributions are now prohibited under section 293A of the Act Consequently other funds do not include political funds of political parties.

5. Where the Memorandum does not contain any power, to give contributions, they may be made only subject to certain conditions.

6. The restrictions regarding limit do not apply to a private company which is not a subsidiary of a public company.

7. The power of the Board to contribute to funds directly relating to the business of the companyor the welfare of its employees is unrestricted.

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