SECTION 309(3) PROVISO MINIMUM REMUNERATION

1. Subject - Minimum Remuneration.

2. Passing Authority - General Meeting.

3. Nature of the Resolution - Ordinary Resolution.

4. Specimen Resolution(s)

"That this meeting approves that in the event of absence or inadequacy of profit in any year Mr.Ram, the Managing Director of the Company be paid for the period 1st April, 2000 to 31st March 2005 the remuneration as embodied in the Agreement dated 10th February 2000 entered into between the Company of the one part and said Ram of the other part with the exception of the commission as provided in the said Agreement as his minimum remuneration."

5. Guidelines:

1) This resolution need be passed only when the Central Government requires the same as the company before approaching the Central Government for approval of minimum remuneration would have obtained approval of the members, for payment of remuneration.

2) The resolution need not be passed by a private company unless it is a public company.

6. Filing-- Nil.