Sec. 4(2) - Formation of subsidiary - Board Resolution;

Sec. 4(2) - Formation of subsidiary - Board Resolution;

"WHEREAS the Articles of the Company have been amended to provide for the appointment of the majority of directors of this company by Prem Infotech Pvt Ltd.;

AND WHEREAS the said Prem Infotech Pvt Ltd. ; is also entitled, by virtue of the amended Articles, to remove the majority of directors;

AND WHEREAS, out of the five directors of the company, three directors must be appointed by the said Prem Info Tech Pvt Ltd.;

NOW THEREFORE it is resolved that the Annual Accounts and other reports of the company be presented along with the Annual Accounts and other reports of the said Prem Infotech Pvt Ltd., pursuant to provisions of section 212 (1) of the Companies Act, 1956."