SECTION 214

INSPECTION OF BOOKS OF ACCOUNTS OF SUBSIDIARY

1. Subject - Inspection of books of accounts of subsidiary.

2. Passing Authority - General Meeting of holding company.

3. Nature of the Resolution - Ordinary Resolution.

4. Specimen Resolution

"RESOLVED THAT: this meeting hereby authorises Mr.N to inspect as the authorised representative of the company the books of account kept by YLtd., a subsidiary of the company in respect of the year ended 31st March 2001.

5. Guidelines:

1) Any person may be appointed as authorised representative.

2) The inspection maybe made at any time during business hours.

3) The holding company may, instead of passing the resolution, represent to

the Registrar under section 235.

6. Filing--Not applicable.