SECTION 292 DELEGATION OF POWERS.

1. Subject - Delegation of Powers.

2. Passing Authority - Board of Directors.

3. Nature of the Resolution - Resolution with simple majority.

4. Specimen Resolution(s) :

That pursuant to the provisions of section 292 of the Companies Act, 1956, Mr.A and Mr.B, who,etime Directors of the Company be and are hereby severally empowered;

a) to borrow for the Company from such person or persons on such terms and conditions as to repayment, interest and otherwise as they maythink fit upto a total of Rs.10,00,000 outstanding at any one time, such limit to be exclusive of any moneyborrowed by or on behalf of the Company otherwise than by virtue of this resolution;

b) to invest funds of the Company in stocks and securities of the Government of India upto a total nominal value of Rs.9,00,000/- for the purpose of furnishing security to the Central Government or any State Government or to any other person or body corporate in connection with the supply to or from such Government, person or body corporakte byor to the Companyof any property, goods or services;

c) to invest the funds of the Company by deposit with a scheduled bank or banks either at call or for a fixed period upto a total of Rs,9,00,000/- so invested at any time, such limit to be exclusive of any funds invested by or on behalf of the Company otherwise than by virtue of this resolution;

d) to make loans outof the funds of the Company on such terms and conditions as to repayment, interest and otherwise as they may think fit to such persons being employees of the Company for the following or like purposes:

i) the purchase of a motor car, motor cycle or other conveyance approved by them.

ii) the purchase of household furniture and furnishings approved by them;

iii) payment of passages, rail fares and leave expenses of the employee and/or his

dependants;

iv) repayment of personal indebtedness incurred or to be incurred provided the loan is specifically authorised by them;

v) building, rebuilding or repair of dwelling house:

vi) to pay expenses incurred in connection with the marriage of the employee or of any member of his family or in connection with the death of any member of his family;

such loans not to exceed a total of Rs.40,000/- to an individual employee at any time and furthermore the total of such loans shall not exceed an aggregate of Rs.4,00,000/- outstanding at any one time."

5. Filing: Not applicable.