SECTION 94(1)(A) INCREASE OF SHARE CAPITAL

1. Subject - Increase of share Capital

2. Passing Authority - General Meeting.

3. Nature of the Resolution - Ordinary Resolution.

4. Specimen Resolution(s)

A. FOR INCREASE OF SHARE CAPITAL

"That the authorised capital of the Company be increased from Rs.12,00,000 to Rs.24,00,000 by the creation of 1,20,000 shares of Rs.10 each ranking for dividend and in all other respects pari passuwith the existing shares in the Company.

B. SPECIAL RESOLUTION FOR CONSEQUENTIAL AMENDMENT

OF ARTICLES OF ASSOCIATION

"That the Articles of Association of the Company be altered in the manner following:

That Article 4 shall be deleted and the following new Article 4 substituted therefor:

4. The Capital of the Company is Rs.24,00,000 divided into 2,40,000 shares of

Rs. 10 each."

5. Guidelines:

1) The effect of the resolution under the section is the increase in the share capital simpliciter.

Disposal of the shares can be done only under section 81 (ibid)

2) It is not necessary for increase of capital under the section that the new shares should have been offered, or allotted or the names of the shareholders be registered in the books of the Company.

3) It may be noted that the authorised Capital as mentioned in the Memorandum can be altered only if so authorised by the Articles Where the Articles are silent regarding alteration, a special resolution is necessary for amendment of Articles.

Both the special resolution amending the Articles and ordinary resolution relating to increase of capital maybe passed at the same meeting.

4) The authorised share capital can be increased by the issue of new shares upon a decision by the company in general meeting. The Directors have no such power.

5. The Company Arjticles must authorise the increase.

6. Filing:

a) Form 23--within 30 days in the case of special resolution.

b) Form 6--within 30 days.