TABLE A - REGULATION 81

RESOLUTION BY CIRCULATION

1. Subject - Resolution by cirlculation.

2. Passing Authority - Board of Directors.

3. Nature of the Resolution - Resolution with simple majority of directors in India.

4. Specimen Note:

The circular letter along with complete note on the subject , addressed to Directors containing the resolution may end with the following words:-

"If the Directors agree, will they please approve the sub-joined resolution by signing below along with the date of signing, in accordance with the provisions of Article 81 of the Company's Articles of Association."

5. Guidelines:

1) Certain business cannot be done by circulation (See Sections 292, 297, 298, 316 and 372).

2) The draft resolution should be circulated with necessary papers to all directors in India and others at their usual address in India.

3) Only those who are entitled to vote can be considered while ascertaining whether the resolution has been approved.

6. Filing: To be done if required under other sections.