Specimen Resolution

APPROVAL OF AUDITED FINAL ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2008 The Chairman placed before the Board for their approval the audited Balance Sheet as at 31st March 2008 and the Profit & Loss Account for the year ended as on that date together with schedules and notes thereon as required by Section 215(3) of the Companies Act, 1956. After discussion the Board of Directors approved the audited final accounts for the year ended 31st March 2008 and following resolution(s) were then passed: "RESOLVED THAT in accordance with the provisions of Section 215(3) of the Companies Act, 1956, the audited Balance Sheet as at 31st March 2008 and the Profit & Loss Account for the year ended as on that date, together with schedules and notes thereon as placed before the Board be and are hereby approved.” “RESOLVED FURTHER THAT in accordance with the provisions of Section 215(1) of the Companies Act, 1956, Mr.__________ and Mr.__________, Directors of the Company, be and are hereby authorised for and on behalf of the Board to sign the audited final accounts for the year ended 31st March 2008 in authentication thereof and the same be issued to the Members of the Company." "RESOLVED FURTHER THAT the audited accounts for the year ended 31st March 2008 be and is hereby submitted to M/s.___________ & Co., Chartered Accountants, Statutory Auditors of the Company for their report thereon." “RESOLVED FURTHER THAT the Balance Sheet as at 31st March 2008 and the Profit & Loss Account for the year ended as on that date, together with Auditors’ Report and Directors’ Report thereon be and are hereby recommended for adoption by the Members of the Company at their ensuing ______type AGM number here______ Annual General Meeting.” "RESOLVED FURTHER THAT Mr.___________ and / or Mr.____________, Directors of the Company, be and are hereby individually authorised to execute, sign (includes digitally signing of documents, forms and returns) and file the Annual Accounts (Balance Sheet) of the Company for the year ended 31st March 2008 and the Annual Return made upto the date of the ensuing Fifth Annual General Meeting together with other necessary documents, forms and returns with the Office of the Registrar of Companies, Tamilnadu, Chennai, in compliance with the provisions of Section 220 and 159 of the Companies Act, 1956." "RESOLVED FURTHER THAT Mr.______________ and / or Mr._________, Directors of the Company, be and are hereby individually authorised to execute, sign (includes digitally signing of documents, forms and returns) and file the “Return of Income” together with requisite forms, documents and statements for the year ended 31st March 2008, with the Office of the Income Tax Authorities, Tamilnadu, Chennai, in compliance with the provisions of the Income Tax Act, 1961.” "RESOLVED FURTHER THAT Mr.______________ and / or Mr.___________, Directors of the Company, be and are hereby individually authorised to take such steps expedient or desirable to give effect to the above resolution(s) and further authorised to provide a certified true copy of these resolution(s) as and when

required to the Office of the Registrar of Companies, Tamilnadu, Chennai, and also to the Office of the Income Tax Authorities, Tamilnadu, Chennai, for their information and records." (Note : Provide a Serial Number for the above Item / Agenda while drafting the Board Minutes. The said Number has to be mentioned in Form 23AC and Form 23ACA as well as in Form 20B) APPROVAL OF DIRECTORS REPORT TO THE MEMBERS OF THE COMPANY

In accordance with the provisions of Section 217 of the Companies Act, 1956, the draft of the Directors' Report to the Shareholders of the Company was placed before the Board for approval and initialled by the Chairman for the purpose of identification. After discussion the Board of Directors approved the Directors’ Report to the Shareholders of the Company and passed the following resolution. "RESOLVED THAT the draft of the Directors' Report to the Shareholders of the Company as placed before the Board and duly initialled by the Chairman for the purpose of identification be and is hereby approved and that Mr._________ and Mr.___________, Directors of the Company, be and are hereby authorised to sign the same for and on behalf of the Board and issue the same to the Shareholders of the Company."