PROCEDURE TO INCREASE AUTHORISED SHARE CAPITAL

1. Board resolutions will have to be passed to:

• approve the increase in the authorised capital;

• approve the notice to hold a general meeting at which various resolutions are to be passed;

• approve the draft of the various resolutions as follows: (i) to increase the authorised share capital of the company - ordinary resolution; (ii) to amend the company's memorandum of association - ordinary resolution; and iii) to authorise the directors to issue shares up to the amount of the newly increased shares - ordinary resolution; and

• approve the draft amended memorandum of association.

2. A General meeting will have to be called to approve and sign the various resolutions above:

• For an ordinary resolution: holders of 51% of shares of the company will need to approve / sign the resolution.

3. The following documents will need to be filed at Companies House within 15 days of date on resolutions:

a.) Copies of all the resolutions that have been passed and signed by the relevant number of shareholders i.e. holders of 51% of shares of the company for ordinary resolution.

b.) File with the ROC the notice of increase in authorized shre capital in e-form 5 within 30 days of passing the resolution

BOARD RESOLUTION

The chairman informed the Board that Authorized Share Capital of the Company is inadequate considering the various diversification activities likely to be undertaken by the Company in the near future and proposed to

increase the Authorized Share Capital from Rs. ----------- to Rs.------------ by creating -----------------Equity Shares of Rs. ---- each and ------------------Preference shares of Rs.----- each. The chairman further informed the Board that to enhance the share capital approval from the shareholders is also required. Accordingly Shri-------------(name)------------(designation) was authorize to take necessary steps for enhancing the share capital from Rs.-------------- to Rs. ------------, and the following resolution were passed

“RESOLVED THAT pursuant to Section 16, 31, 94, 97 and other applicable provisions, if any, of the Companies Act, 1956 the authorized share capital of the company be increased from Rs. -----------to Rs.---------- by creating -----------------Equity Shares of Rs. ---- each and ------------------Preference shares of Rs.----- each and that Clause V of the Memorandum of Association and Clause-------of the Articles of Association be altered accordingly.”

ORDINARY RESOLUTION TO BE PASSED AT THE ANNUAL GENERAL MEETING

“RESOLVED THAT pursuant to Section 16, 31, 94, 97 and other applicable provisions, if any, of the Companies Act, 1956 the authorized share capital of the company be increased from Rs. -----------to Rs.---------- by creating -----------------Equity Shares of Rs. ---- each and ------------------Preference shares of Rs.----- each and that Clause V of the Memorandum of Association of the Company relating to Share Capital be and is hereby altered by substitution in its place the following new Clause.”

Clause V

The Authorized Share Capital of the Company is Rs. --------------------- divided into ------------------Equity Shares of Rs.---- each and-------------------Preference Shares of Rs. ----- each.

Explanatory Statement

The present Authorized Capital of the Company is Rs.--------------------------. It is proposed to increase the Authorized Capital to Rs.--------------------- in the manner as set out in the Notice in Accordance with Section 94 of the Companies Act, 1956. The increase of the Authorized Capital of the Company is proposed to enable, at an appropriate time(s) as the Board may hereafter decid the issue of further capital pursuant to proposals to issue shares of the Company.

The alteration of Capital Clause of memorandum of Assosiation of the Company is purely consequential in accordance with the provisions of Section 16 of the Companies Act, 1956.

The Directors recommend the Resolution for approval of the members. None of the Directors is in any way concerned or interested in the said Resolution.