8. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution.

ISSUE OF EQUITY SHARES OF THE COMPANY ON A PREFERENTIAL BASIS

"RESOLVED THAT the consent of the Company be and is hereby accorded to the Board, pursuant to the 81 (1A) and other relevant provisions of the Companies Act, 1956 as also of any other applicable laws, rules and regulations (including any amendment thereto or re-enactment thereof for the time being in force) and enabling provisions in the Memorandum and Articles of Association of the Company and the Listing Agreements entered into by the Company with the Stock Exchanges where the shares of the Company are listed and subject to such approvals, consents, permissions and sanctions of the Government of India, Reserve Bank of India, Securities and Exchange Board of India ( SEBI) and all other appropriate authorities concerned and subject to such conditions and modifications as may be prescribed by any of them in granting such approvals, consents, permissions and sanctions which may be agreed to by the Board of Directors of the Company ("Board") (which terms shall be deemed to include any Committee which the Board may have constituted or hereafter constitute for the time being exercising the powers conferred on the Board by this resolution), which the Board be and is hereby authorized to accept, if it thinks fit in the interest of the Company, to issue, offer and allot Equity Shares on preferential basis upto 92,59,25,926 equity shares of the face value of Rs.1/- each for an aggregate amount upto Rs.100 crores at the price of Rs.1.08 per share (or Rs.10.80 per share, if allotment takes place after the consolidation of equity shares into Rs.10 each ) to BNP Paribas and 5 sub-accounts holders of BNP Paribas acting through their depository BNP Paribas, or any other entity as may be permitted under the applicable Rules and Regulations, in one or more tranches, and upon such terms and conditions as may be deemed appropriate by the Board at its absolute discretion "

"RESOLVED FURTHER THAT the Company be and is hereby authorized to issue, offer and allot shares to BNP Paribas and its 5 sub-accounts individually upto a limit of 10% of the total paid-up equity capital and the total amount allotted may exceed beyond the prescribed limit of 24% for all the FIIs and sub-accounts together subject to a maximum of the sectoral cap/limit (at present 100%).

"RESOLVED FURTHER THAT the subscriber to the above-said preferential offer be also eligible for an allotment upto 3 warrants of Re.1/- each on per equity share held, where,

(a) Exercise of offer for conversion of the warrants shall be the sole option of the warrant holders at any time within a period of 18 months from the date of allotment of warrants in accordance with the SEBI(Disclosure and Investor Protection) Guidelines, 2000.

(b) The Company may call the warrant holder, after 6 months from the date of allotment of warrants, for conversion of the warrants by giving one month notice.

(c) The Warrant holders shall pay an amount equivalent to 10% of the conversion price determined as per SEBI's Preferential Issue Guidelines per warrants on or before the date of allotment of warrants.

(d) The amount referred to in point (c) above shall be adjusted against the price payable subsequently for acquiring the equity shares by exercising the option of converting the warrants into equity shares by the warrant holders

(e)The warrant holders shall pay along with the notice for exercise of the option of conversion of such warrants into equity shares, the balance 90% of the conversion price as determined above.

(f) The amount referred in above (c) shall be forfeited, if the option to convert into shares is not into shares is not exercised by the warrant holders within the stipulate time.

(g) The details of all monies utilized out of the preferential issue proceeds shall be disclosed under an appropriate head in the Balance Sheet indicating the purpose for which such monies have been utilized and that the details of the monies unutilized shall also be disclosed under a separate head in the balance sheet of the Company indicating the form in which such unutilized monies have been invested.

"RESOLVED FURTHER THAT the equity shares so issued on conversion of warrants shall upon allotment have the same rights of voting as the existing equity shares and be treated for all other purposes pari pasu with the existing equity share of the Company and that the equity shares so allotted during the fiancial year shall be entitled to dividend, if any, for which the book closure or the Record Date falls subsequent to the allotment of Equity Shares on conversion of warrants."

"FURTHER RESOLVED THAT the above said Equity shares shall be under a lock in period of one year from the date of allotment made by the Board of Directors of the Company as per the SEBI Guidelines for Preferential Allotment contained in Chapter XIII of the SEBI (Disclosure and Investor Protection Guidelines), 2000.

"FURTHER RESOLVED THAT:

a) The relevant date for the purpose of pricing of the equity shares, in accordance with the SEBI Guidelines is June 11, 2006 being the 30th day prior to July 11, 2006 (i.e, the date on which the meeting of the general body of shareholders will be held, in terms of Section 81(1A) of the Companies Act, 1956 to consider the proposed issue of equity shares on a preferential basis).

b) The Board be and is hereby authorized to decide and approve other terms and conditions of the issue of equity shares as above, and also shall be entitled to vary, modify or alter any of the terms and conditions, including the size of the issue, as it may deem expedient.

c) The Board be and is hereby authorized to delegate all or any of the powers herein conferred by this resolution to any director or directors or to any committee(s) of directors or any other officer or officers of the Company or to any other person or persons as it may deem fit, for the purpose of giving effect to the aforesaid resolution.

RESOVED FURTHER THAT the new equity shares so issued shall be subject to the Memorandum and Articles of Association of the Company and will rank pari- passu with the existing equity shares of the Company except that in respect of any dividend that will be declared for the financial year commencing from 1st April, 2006 they will rank for dividend only from the date of allotment or from such date as may be determined / decided by the Directors of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to all or any of the foregoing, the Directors be and are hereby authorized to take all such steps and acts as may be required in the matters relating to issue of shares on a preferential basis or give such directions as may be necessary or desirable and to settle any question or difficulty that may arise in regard to the issue and allotment of the new equity shares.