11BBL125, KESHAV VERMA S!

ares

Board Resolution To Approve Allotment O

FACON LTD. Regd. Office: H 304, Shukan Re idenc!, "#$a, Ah%eda&ad, "u'a(a$ 3)*4)+ ,h#ne N#.: -.+ ./*553/4)5 0 %ai1: c# ec(a$a(!2fac#nfa& .c#% 3e& i$e: 444.fac#nfa& .c#% 5OARD 600T7N" R0SOL8T7ON FOR ALLOT60NT TO 097ST7N" SHAR0HOLD0RS 8ND0R S0CT7ON )+ OF CO6,AN70S ACT, +.5:
R0SOL;0D THAT the Company has allotted equity shares in compliance of the Honble Gujarat High Court Order dated 16.12.2 1! and ". 2.2 1# in a $cheme of %malgamation of its group companies &i'. (%CO) *+,+-./ and 0O+*% *+,+-./

R0SOL;0D THAT $ince there is no difference or &ariation of rights amongst equity shares of (%CO) *+,+-./ and 0O+*% *+,+-./ consequent upon the modification order of Honble Calcutta High Court dated ". 2.2 1!1 to allot the same class of shares allotted to members of (%CO) *+,+-./ to the member 0O+*% *+,+-./ as pursuant to the $cheme of %malgamation.

11BBL125, KESHAV VERMA S!ares

Board Resolution To Approve Allotment O

R0SOL;0D THAT1 pursuant to the pro&isions of $ection !"12!"3 and other applicable pro&isions of Companies Act 19561 consent of the company already accorded in the 4esolution dated 5.#.2 1# on the scheme of amalgamation and the Gujarat High Court Order dated 16.12.2 1! and ". 2.2 1#1 to ma6e ,r. 4a&inder 7rasad1 7racticing Company $ecretary1 6th (loor1 He8agon1 $.G. High9ay1 %hmedabad1 Gujarat2 !:2#:1 be authori'ed to ma6e such alterations and changes as may be e8pedient or necessary for satisfying the requirement or conditions imposed by Honble Gujarat High Court1 pro&ided the prior appro&al of the ;oard for ma6ing any material changes in the said draft scheme of amalgamation as appro&ed in the meeting1 the scheme of allotment of shares to the memebers of 0oila *imited is passed 9ith alterations suggested by the ,r. 4a&inder 7rasad1 7racticing Company $ecretary1 6th (loor1 He8agon1 $.G. High9ay1 %hmedabad1 Gujarat2!:2#:1.

R0SOL;0D THAT1 in the opinion of the ;oard1 the said scheme of amalgamation of (%CO) *+,+-./ and 0O+*% *+,+-./ being ad&antageous and beneficial to the shareholders of (%CO) *+,+-./ and terms thereof being fair and reasonable1 the proposed proportion of allotment of shares of 51 :6 <$e&en -housand and .ighty $i8= equity shares of 4s.1 > <ten= each of the %malgamated Company (%CO) *+,+-./ for e&ery 1 <one= equity share of 4s.11 >2 <one thousand= each held by the directors of 0O+*% *+,+-./1 be and is

hereby appro&ed to be made.

11BBL125, KESHAV VERMA S!ares

Board Resolution To Approve Allotment O

R0SOL;0D THAT the $cheme being sanctioned by the Honble High Court of Gujarat and it becoming effecti&e and the transfer of the 0O+*% *+,+-./1 becoming effecti&e in terms of the $cheme1 (%CO) *+,+-./ shall 9ithout any further application or deed1 issue at par and allot on proportionate basis to each member of 0O+*% *+,+-./1 9hose name is recorded in the 4egister of ,embers of 0O+*% *+,+-./ on the 4ecord /ate or his>her heirs1 e8ecutors1 administrators or the successors2in2title1 as the case may be1 #31 !# <(orty fi&e thousand and thirty four= .quity shares of 4s.1 each in (%CO) *+,+-./ credited as fully paid2up in the ratio of for e&ery 1 <ten= fully paid2up equity shares of 4s.1 each

held by each such member of 0O+*% *+,+-./. -he paid2up share capital of 0O+*% *+,+-./. shall stand reduced to the e8tent of net &alue of assets <including reser&es= and liabilities being transferred to (%CO) *+,+-./.

R0SOL;0D THAT the reduction of capital as mentioned abo&e in this $cheme of %rrangement shall be effected as a part of this composite $cheme itself and not under a separate process in terms of $ections 1 to 1 ! of the %ct as the same does not in&ol&e

either diminishing of liabilities in respect of unpaid share capital or any paid up capital.

11BBL125, KESHAV VERMA S!ares

Board Resolution To Approve Allotment O

R0SOL;0D THAT pursuant to the scheme of amalgamation and proposed allotment scheme equity shares of 4s. 1 >2 each in the share capital of the amalgamated Company be and are hereby allotted to belo92mentioned 7romoters of 0oila *imited in physical form S. N#. 1 Na%e ,r. $harad ?ada& N#. #f Sha(e 11 1

,r. $u6&ider $ingh ;adal

21# 3

,r. Harsihrai ;achan

31 !!

,rs. )ania $achde&a

!1212

,r. /a&id /a&e

!115!

,rs. %rmider $ingh *o&ely

21111

,rs. $heila

11!3#

11BBL125, KESHAV VERMA S!ares :

Board Resolution To Approve Allotment O

,r. Chandrababu )aidu

5:3

"

,r. @yoti ;asu

11!3!

R0SOL;0D THAT that the $ecretary of the company be and is hereby authori'ed to file the return of allotment pursuant to section 53 of the Companies %ct1 1"361 9ith the 4egistrar of Companies concerned in the prescribed form.

R0SOL;0D THAT that the $ecretary of the company be and is hereby directed to file the 4eturn of %llotment in (orm )o. 2 to the Companies <Central Go&ernments= General 4ules and (orms1 1"36.

R0SOL;0D THAT that the share certificates for the shares allotted as aforementioned be issued to the allottees under the signatures of $hri. %1 ,anaging /irector1 $hri.)1 director and $hri. ,1 $ecretary of the company and the common seal of the company be affi8ed on the share certificates in their presence.

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11BBL125, KESHAV VERMA S!ares 7laceA BBBBBBBBBBBBB *+,+-./

Board Resolution To Approve Allotment O

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