SECTION 224A APPOINTMENT OF AUDITORS

1. Subject - Appointment of Auditors.

2. Passing Authority - General Meeting.

3. Nature of the Resolution - Special Resolution.

4. Specimen Resolution(s)

"That M/S. P & Co. the retiring auditors who have offered their services and who are not disqualified to act as Auditors of the company under Section 224(1B) of the Companies Act, 12956 be and are hereby appointed Auditors of the Company to hold office until the conclusion of the next Annual General Meeting and that they be remunerated by way of a fee of Rs.15,000/- plus reimbursement of out of pocket expenses incurred bythem.

5. Guidelines:

1) The appointment of auditors requires special resolution where not less than 25% of the subscribed share capital is held whether singly or in any combination by certain specified institutions.

2) Shares not held beneficiallymust also be taken into account while considering the 25%

3) Upon failure of the company to pass the resolution as required, the Central Government may fill in the vacancy.

6. Filing Form 23--within 30 days.