“RESOLVED THAT pursuant to the provisions of Section 372A and other applicableprovisions of the Companies Act, 1956 (including any statutory modifications or reenactment thereof for the time being in force) and subject to such other approvals, sanctions and permissions as may be necessary and subject to such conditions as may be prescribed while granting such approvals, permissions and sanctions, consent of the Company be and is hereby given to the Board of Directors to acquire, by way of subscription, purchase or otherwise, the securities, including Equity Shares and/or Redeemable Preference Shares, of Wardha Power Co. Pvt. Ltd. a sum of Rs.7.15 Crores (Rupees Seven Crores Fifteen lacs only) in one or more tranches as may be considered appropriate by the Board of Directors of the Company, and such investmentwill be over and above the limits, if any, available to the Board of Directors of the Company under Section 372A of the Companies Act, 1956.

RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorised to determine the time and manner for making such investment and to do all such acts, deeds, matters and things as it may, in its absolute discretion,consider necessary, expedient or desirable including the delegation of the above authority in accordance with Section 292(1)(d) of the Companies Act, 1956 and to settle any question or doubt that may arise in relation thereto in order to give effect to this Resolution or otherwise considered by the Board to be in the best interest of the Company.”