SECTION 309(1) & (3)

REMUNERATION OF MANAGING WHOLE-TIME DIRECTORS

1. Subject - Remuneration of Managing/whole-time Directors.

2. Passing Authority - General Meeting.

3. Nature of the Resolution(s) : Ordinary Resolution.

4. Specimen Resolution(s)

"That, subject to the provisions of section 198,269,310,311 and Schedule XIII of the Companies Act, 1956 approval of the Company be and is hereby accorded that Mr. Ram be and is hereby authorised to receive remuneration for his services as Managing Director for a period of 5 years with effect from 1st April 2000 on the terms and conditions embodied in the draft agreement (a copy whereof has been submitted to this meeting and which for the purpose of identification has been initialed by the Chairman thereof) to be entered into between the Company and the said Managing Director and that the Board of Directors of the Company be and is hereby authorised to execute the said agreement on behalf of the Company under its Common Seal on the same terms and conditions or with such modifications (not being modifications more advantageous to the Managing Director) as may be approved by the Central Government and agreed to by the Board of Directors of the Company and the Managing Director."

5. Guidelines:

1) The specimen resolution(s ) given under section 269 may also be passed. The Guidelines given there under would also apply.

2) This section (i.e. section 309) deals only with remuneration and not appointment.

6. Filing:

Form 23 within 30 days, of the Board's resolution or from the date of the agreement. (It is usual to submit the draft agreement within 30 days of the general meeting.).