Board of Directors’ resolution for compensation for loss of office; and (c) Appointment of alternate Director

(a) Resolution for Appointment as Managing Director

“Resolved that subject to the approval of the Central Government pursuant to subsection (4) of Section 316, ‘Mr. A,’ who is already the Managing Director

ofM/s ABC Ltd., be and is hereby appointed as a Managing Director of the company for a period of 5 years commencing from 1^st June, 1992 with the

consent of all the directors present at the meeting of which meeting and the resolution to be moved thereat specific notice was given to all the directors

then in India, on the terms and conditions contained in the draft agreement tabled before the meeting and initialled by the chairman for purposes of

identification and ‘Shri M’, the secretary of the company, be and is hereby authorised to apply to the Central Government for seeking their approval.

“Resolved further that ‘Shri L’, director, and ‘Shri M’, the Secretary of the company, be and are hereby authorised to execute the said agreement subject

to such modifications/alterations made by the Central Government while giving their approval and to affix the common seal of the company thereon.”