DRAFT MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF THE

COMPANY HELD ON FRIDAY 04TH MAY 2007 AT 10.00 A.M. AT V FLOOR, GUNA
BUILDING ANNEXE, 443, ANNA SALAI, TEYNAMPET, CHENNAI 600 018

Directors present : Mr. Loknath Ratho

Mr. S.K.Sawhney

At the request of . Mr. S.K.Sawhney, Mr.Loknath Ratho occupied the Chair.

1. Leave of absence

Leave of absence was granted to Mr. B.Pattabhiraman at his request.

2. Confirmation of Minutes

The Minutes of the previous Board Meeting held on 09.03.2007 were read
and confirmed and signed by the Chairman of the Meeting.

3. Execution of documents for availing car loan from ICICI

Bank Limited, Chennai

After discussion it was

“Resolved that the Company do borrow and avail of a loan of up to

Rs.4,66,293 (Rupees Four lakhs sixty six thousands and two hundred
ninety threeonly) (the “said Facility”) from ICICI Bank Limited (“ICICI
Bank”) to purchase the below mentioned vehicles to be purchased from
time to time “

Description: GETS GVS Prime 1.1

Address where Vehicle is to be normally located: _Vth Floor, Guna Building
Annexe, 443, Anna Salai, Teynampet, Chennai 600 018

“Resolved that all the terms and conditions as set out in the Credit Facility
Application Form submitted by us to ICICI Bank and the Standard Terms as
referred to therein hereinafter collectively referred to as the “Loan Terms”)
and which govern and regulate the obligations of the Company in the
event of ICICI Bank (at its sole and absolute discretion) granting the said
Facility to the Company based upon/pursuant to the aforesaid application
submitted/to be submitted by the Company, be and is hereby approved.”

“Resolved that the Company do execute/issue post-dated cheques,

irrevocable power of attorney, and an unattested deed of hypothecation in
favour of ICICI Bank in connection with the said Facility and do all such
other acts, deeds and things and execute / furnish all such other
documents, deeds and writings as ICICI Bank may require in connection
with the Facility.”

“Further resolved that Mr.K.Suresh Kumar, Mr.N.Gopakumar (the

“authorized representatives) of the Company, are hereby authorized to fill
up and submit the aforesaid Credit Facility Application Form to ICICI Bank
(or any of its authorized representative) for the purpose of borrowing the
said Facility from ICICI Bank, to negotiate, settle, finalize, modify the terms
and conditions in connection with said facitlity and to execute an
unattested deed of hypothecation and to do all such other acts, deeds and
things and to execute / furnish all such other documents, deeds and
writings as ICICI Bank may require conditions in connection with the said
Facility.”

Further resolved that Mr.Loknath Ratho, Director, Mr.K.Suresh Kumar and

Mr.N.Gopakumar, Authorised Signatories of the Company execute/issue
post-dated cheques,.”

“Further resolved that the common seal of the Company be affixed in the
presence of the said Mr.Loknath Ratho, Director who shall sign the same
in token thereof and Mr.A.Rengarajan, Authorised Signatory who shall
countersign the same on such documents in token thereof as may be
required by ICICI Bank in connection with facility.

The specimen signature/s of the aforesaid authorised Director and

Authorised signatories of the Company are as follows:

4. Approving contracts in which one or more Directors are interested

under Section 301 of the Companies Act, 1956

The details of contracts entered during March 2007 in which one or more
Directors of the company are interested, were placed before the Board for its
approval.

After discussion among the Directors, it was

" RESOLVED THAT the contracts entered during March 2007 in which one
or more Directors are interested be and are hereby approved."

The meeting ended with a vote of thanks to the Chair

Date CHAIRMAN OF THE MEETING

Certified true copy of the resolution passed at the Meeting of the Board
of Directors of Enmas Engineering Private Limited held on 04th May
2007 at the Registered office of the company. We further confirm that
such resolutions have not been subsequently rescinded/modified

Execution of documents for availing car loan from ICICI

Bank Limited, Chennai

“Resolved that the Company do borrow and avail of a loan of up to

Rs.4,66,293 (Rupees Four lakhs sixty six thousands and two hundred
ninety three only) (the “said Facility”) from ICICI Bank Limited (“ICICI
Bank”) to purchase the below mentioned vehicles to be purchased
from time to time “

Description: GETS GVS Prime 1.1 one No.

Address where Vehicle is to be normally located: Vth Floor, Guna

Building Annexe, 443, Anna Salai, Teynampet, Chennai 600 018

“Resolved that all the terms and conditions as set out in the Credit
Facility Application Form submitted by us to ICICI Bank and the
Standard Terms as referred to therein hereinafter collectively referred to
as the “Loan Terms”) and which govern and regulate the obligations of
the Company in the event of ICICI Bank (at its sole and absolute
discretion) granting the said Facility to the Company based
upon/pursuant to the aforesaid application submitted/to be submitted by
the Company, be and is hereby approved.”

“Resolved that the Company do execute/issue post-dated cheques,

irrevocable power of attorney, and an unattested deed of hypothecation
in favour of ICICI Bank in connection with the said Facility and do all
such other acts, deeds and things and execute / furnish all such other
documents, deeds and writings as ICICI Bank may require in
connection with the Facility.”

“Further resolved that Mr.K.Suresh Kumar and Mr.N.Gopakumar (the

“authorized representatives) of the Company, are hereby severally
authorized to fill up and submit the aforesaid Credit Facility Application
Form to ICICI Bank (or any of its authorized representative) for the
purpose of borrowing the said Facility from ICICI Bank, to negotiate,
settle, finalize, modify the terms and conditions in connection with said
facitlity and to execute an unattested deed of hypothecation and to do all
such other acts, deeds and things and to execute / furnish all such other
documents, deeds and writings as ICICI Bank may require conditions in
connection with the said Facility.”
 2

“Further resolved that any two of the following i.e, Mr.Loknath Ratho,
Director, Mr.K.Suresh Kumar and Mr.N.Gopakumar, Authorised
Signatories of the Company jointly execute/issue post-dated cheques.”

“Further resolved that the common seal of the Company be affixed in

the presence of the said Mr.Loknath Ratho, Director who shall sign the
same in token thereof and Mr.A.Rengarajan, Authorised Signatory who
shall countersign the same on such documents in token thereof as may
be required by ICICI Bank in connection with facility.

The specimen signature/s of the aforesaid authorised Director and

Authorised signatories of the Company are as follows:

LOKNATH RATHO K SURESH KUMAR N GOPAKUMAR

A.RENGARAJAN

/ CERTIFIED TRUE COPY /

For Enmas Engineering Private enius Projects Limited

Director Director