SECTION 372 (5) INVESTMENT BY DIRECTORS.

1. Subject - Investment by directors.

2. Passing Authority - Board of Directors.

3. Nature of the Resolution - Resolution with consent of all directors present.

4. Specimen Resolution:

To Resolve with the consent of all directors present that the Company do purchase/subscribe to 15,000 equity shares of Rs.10/- each in J.J.Industries Ltd. at a price of Rs.15/- per share.

5. Guidelines:

1) Approval of the general meeting is necessary where sub-section (4) is attracted.

2) Notice of the resolution to be moved at the meeting should be given to every director in the manner specified in section 286.

3) Particulars should be entered in the prescribed Register of Investments.

4) Subscription to rights issue comes within the purview of the sub-section.

5) All the directors present (other than interested directors) must give their consent.

6)The restrictions apply only to investments in the nature of shares in other companies and debentures in the bodies corporate under the same group.

6. Filing: Not applicable.