SECTION 16 ALTERATION OF EMORANDUM OF ASSOCIATION

1. Subject - Alteration of Memorandum of Association

2. Passing Authority - General Meeting

3. NNature of the Resolution - Special Resolution

4. Specimen Resolution(s)

A. WHERE THE ENTIRE CLAUSE IS SUBSTITUTED BY A NEW CLAUSE --

1. "That the Memorandum of Association of the Company be altered

by deleting Clause 5 thereof and bysubstituting in place thereof

the following clause as Clause No.5:--

"5. The Capital of the Company is Rs.1,00,00,000 divided

into 10,00,000 shares of Rs.10/- each with power to divide

the shares into several classes and to attach thereto

respectively such preferential deferred or special rights

privileges or conditions as mmay be determined by or in

accordance with the regulations of the Company and with power

to increase the Capital."

B. WHERE THE CLAUSE IS ONLY AMENDED--

2. "That in clause of 5 of the Memorandum of Association of the

Company, the words and figures Rs.25,00,000 divided into 2,50,000

shares' be substituted bythe words and figures Rs.1,00,00,000

divided into 10,00,000 shares'."

5. Guidelines:

(1) Other conditions of Memorandum may be altered in accordance with

separate provisions contained elsewhere in the Act as under:--

(a) Change of name Section 21

(b) Change of registered office Section 17

6. Filing:

(a) Form 23--within 30 days.

(b) Form 5 or 6--where applicable.