further issue of shares

Find below the desired resolution presuming that you are going to allot equity shares to the persons other than existing shareholders.

"RESOLVED THAT pursuant to Section 81(1A) and all other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification thereto or reenactment thereof for the time being in force) and in accordance with the provisions of Articles of Association of the Company, and subject to the approval, consent, permission and/or sanction, as may be required from the Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), Financial Institutions, and any other appropriate authority, Institution or Body and subject to such terms, conditions, alterations, corrections, changes, variations and/or modifications, if any, as may be prescribed by any one or more or all of them in granting such approval, consent, permission and/or sanction, the consent of the Company be and is hereby accorded to the Board of Directors of the Company (herein after referred to as the "Board" which term shall be  deemed to include any Committee duly constituted by the Board of Directors or any Committee which the Board of Directors may hereafter constitute, to exercise one or more of its powers including the powers conferred by this resolution) to offer, issue and allot upto ________ Equity Shares on preferential basis, of Rs.2/- each at a price of Rs.____/- per Share, for cash (inclusive of Premium of Rs._____/- per share) being the price which is in accordance with the SEBI (Disclosure and Investor Protection) Guidelines, 2000 for preferential issues aggregating to Rs. ___________ to the following person on such terms and conditions as the Board deems fit:

Sl. Name of the allottee               Category             No. of Equity Shares to be                                                                                                               allotted

1 Mr. Sameer Jain                                  Non-Promoter                            2,00,000

TOTAL                                                                                                    2,00,000

RESOLVED FURTHER THAT the equity shares to be issued and allotted shall rank pari passu with the existing equity shares of the Company in all respects including payment of dividend.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of the equity shares allotted to the above mentioned allottee on the stock exchanges where the Company's shares are listed, as per the terms and conditions of the listing and other applicable guidelines, rules and regulations.

RESOLVED FURTHER THAT for the purpose of giving effect to the above Resolution, the Board be and is hereby authorized to do all such actions and to give all such directions as may be necessary or desired including the finalization or modification of the terms and conditions for the preferential issue of equity shares under this Resolution and to accept any modifications in the above proposal as may be required by the authorities involved and also settle any questions or difficulties that may arise in respect of offer, issue and allotment of equity shares and further to do all such acts and execute all such writings and instruments in connection with the issue of equity shares as the Board may be in its absolute discretion deem necessary or desirable but subject to such conditions as the Reserve Bank of India (RBI)/ Securities and Exchange Board of India (SEBI)/ Financial Institutions/ Investment Institutions/ and/or such other appropriate authority may impose at the time of their approval and as agreed by the Board."

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