Sec. 81 - Issue of rights shares at par - Board Resolution;

Sec. 81 - Issue of rights shares at par - Board Resolution;

"RESOLVED that in terms of section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956 and in accordance with the provisions of Articles of Association of the Company and subject to the consent of the Securities and Exchange Board of India (SEBI) and all other concerned authorities and Departments, if and to the extent necessary and such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed in granting such approvals, permissions and sanctions which may be agreed by the Board of Directors of the Company (hereinafter referred to as "The Board" which term shall be deemed to include any committee of the Board), at its sole discretion, the consent of the company be and is hereby accorded to the Board to create, offer and issue to such persons as are set out hereunder, such number of equity shares of the company of the face value of Rs. 10/- each not exceeding………… in number may be required for subscription for cash at such premium per share as may be fixed and determined by the Board prior to the issue and offer thereof to such category of persons in consultation with SEBI or such other Authorities as may be prescribed or in accordance with such guidelines or other provisions of law as may be prevailing at that time and otherwise earning pari passu except for payment of dividend pro rata from the date of allotment with the equity shares of the Company as then issued and to retain over subscription if any in respect of such issue to such extent as may be then permissible, and at such time or times as the Board at its sole discretion and in the best interest of the company may deem fit :-

(i) the public such number of equity share of Rs. 10/- each as the Board may decide on such terms

and conditions as may be decided by the Board in this respect;

(ii) the permanent employees of the company on an equitable basis such number of equity shares of Rs. 10/- each as would not exceed five per cent of the number of equity shares and with such conditions of non-transferability, lock-in-period as may be specified in the prevailing guidelines and with the provisions that any unsubscribed portion from such category shall not lapse but shall at the utter discretion of the Board be available for allotment by offering the same to Mutual funds, Banks, Financial Institutions or Business Associates or any other person as the Board may deem fit and thereafter for meeting any over subscription in the category referred to in (i) above; and

(iii) the promoters, directors and their relatives and friends, such number of equity shares of Rs. 10/- each with such minimum subscription and with such conditions of non transferability guidelines lock-in-period as may be specified in the then prevailing guidelines--

RESOLVED further that for the purpose of giving effect to this resolution the Board of Directors of the company be and is hereby authorized to take such steps and to do all such acts, deeds and things and accept any alterations or modification(s) as they may deem fit and proper and give such directions as may be necessary to settle any question or difficulty that may arise in regard to the issue and allotment of the said equity shares including the power to allot the unsubscribed equity shares, if any, in such manner as may appear to the Board of Directors to be most beneficial to the company."