SECTION 294 APPOINTMENT OF SOLE SELLING AGENT

1. Subject - Appointment of sole selling agent.

2. Passing Authority - General Meeting.

3. Nature of the Resolution - Ordinary Resolution.

4. Specimen Resolution(s):

"That pursuant to the provisions of section 294 of the Companies Act, 1956, and subject to the approval of the Reserve Bank of India and subject to the offer being accepted by ABC (U.K.)Limited, London, this meeting approves the appointment of ABC (U.K.) Limited, London, as the Company's Sole Selling Agent for sale of Structural Steelwork, Pressed Steel Tanks, Grey Iron Castings and Steel Forgings in the territoryof United Kingdom for a period of one year with effect from 1st January 1991, on the terms and conditions set out in Company's letter dated 29th December, 1975 or with such modifications (not being less advantageous to the Company) as may be mutually agreed to by the Board of Directors of the Company and ABC (U.K) Limited."

5. Guidelines:

1) The period of appointment cannot exceed 5 years at a time.

2) The appointment must have been approved by the Company in general meeting previously or be approved at the first general meeting after the date on which the appointment is made.

3) The letter of appointment must specificallyprovide that the appointment (where it is not already approved) will cease to be void, if it is not approvked by the company in general meeting at the next general meeting. Appointment made without such a condition would be void ab initio.

4) It may be noted that if the appointment isinvalid it cannot be revived or ratified by approval at a subsequent meeting.

5) The expression sole 'selling agent' has not been defined in the Companies Act but it can only mean an individual or a firm or a company given exclusive rights to sell goods of another person in a particular area..

6) In the sole selling agency, the agent alone is given the selling right in respect of the goods. Such agency need not be in respect of all classes of goods so long as a particular kind of goods or a particular commodity is provided as sole agency of a person or a company.

7) In the case of appointment of sole agents outside India, approval of the Reserve Bank of India will be necessary.

8) The terms of appointment maybe given, if desired, in the resolution itself or in the Explanatory Statement.

9) Full particulars regarding the appointment must be however be advised to the members so that they mayknow the exact nature of the agreement.

10) Where section 294AA applies, approval of the Central Government will be necessary.

6. Filing:

a) Form 23--within 30 days of the passing of the resolution.

b) Copies of the terms and conditions of appointment within 30 days of the date of the Agreement.