6.1

The COMPANY shall not give effect to any decision or resolution in respect of any of the following matters except upon the affirmative vote of Holding Company in the shareholders meeting so long as the Holding Company holds l10 percent or more of the subscribed and paid up capital of the COMPANY, the COMPANY shall not give effect to any decision or resolution in respect of any of the following matters unless the Director nominated or appointed by the Holding Company votes in the affirmative manner for the said decision or resolution.

i)

ii)

Dissolution, liquidation or winding up of COMPANY.

iii)

Merger or amalgamation with any other Company or split/vision of COMPANY

iv)

Closure of business or activities of COMPANY or sale or transfer of any of its undertaking.

v)

Subscription for or any shares, debentures or securities or interest in an by other entity except to the extent of short term investment (e.g. treasury functions) upto Rs. 50 million of surplus funds not immediately required for business.

vi)

Material change in any significant accounting policy.

vii)

Write-off cancellation of any investment/money deposit exceeding Rs. 50 million, and

viii)

Giving corporate guarantee for any other person or business.