Minutes of Meeting

STARUNITY CONSTRUCTIONS PRIVATE LIMITED MINUTES BOOK MINUTES OF THE MEETING OF BOARD OF DIRECTORS OF THE COMPANY M/s STARUNITY CONSTRUCTIONS PRIVATE LIMITED HELD AT REGISTERED OFFICE OF THE COMPANY AT FLAT NO. 304, C-36, LAJPAT MARG, C-SCHEME, JAIPUR ON 13th APRIL 2010 AT 01:30 P.M. PRESENT: 1. Mr. Ravi Mathur 2. Mrs. Rini Mathur

(in chair) (Director) (Add. Director)

APPOINTMENT OF CHAIRPERSON: Mr. Ravi Mathur was unanimously elected Chairperson of the meeting. As requisite quorum was present the Chairperson called the meeting to order. LEAVE OF ABSENCE: None of the Directors were absent during the meeting. CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD MEETING: The minutes of the previous Board Meeting, a draft of which circulated to all the directors were confirmed and signed by the Chairperson. AUTHORITY TO EXECUTE PAPERS FOR SALE DEED: Chairman informed the board that it is necessary to authorise one person on behalf of the company to sign papers for execution of sale deed for Sixth Floor in “Evershine Tower” at F-1, Amrapali Circle, Vaishali Nagar, Jaipur with Huawei Telecommunications (India) Co. Pvt. Ltd. The matter was discussed and the following resolution was passed: “RESOLVED THAT Mr. Ravi Mathur Director of the Company is hereby authorized to sign all Documents, Deeds, Agreements, NOC, Lease Deeds and issue receipts, refunds etc. for & behalf of the company M/s STARUNITY CONSTRUCTIONS PVT. LTD., regarding the execution of Lease Deed for our property on Sixth Floor in “Evershine Tower” at F-1, Amrapali Circle, Vaishali Nagar, Jaipur with Huawei Telecommunications (India) Co. Pvt. Ltd., having its registered office at 1st Floor, JMD Pacific Square, Near 32 Milestone, NH-8 Delhi Jaipur Highway, Gurgaon, India.” “RESOLVED FURTHER THAT Mr. Ravi Mathur Director of the Company is hereby authorized to do all acts deeds & things as may be necessary in this regard.” NEXT BOARD MEETING: The next meeting of Board will be held on a date, time and place to be decided in consultation with the Chairman. VOTE OF THANKS: There being no other business, the meeting concluded with a vote of thanks to the chair. Place: Jaipur Dated:

RAVI MATHUR (CHAIRPERSON)

STARUNITY CONSTRUCTIONS PRIVATE LIMITED MINUTES BOOK

MINUTES OF THE MEETING OF BOARD OF DIRECTORS OF THE COMPANY M/s STARUNITY CONSTRUCTIONS PRIVATE LIMITED HELD AT REGISTERED OFFICE OF THE COMPANY AT FLAT NO. 304, C-36, LAJPAT MARG, C-SCHEME, JAIPUR ON 17th JULY 2010 AT 10:30 A.M. PRESENT: 1. Mr. Ravi Mathur 2. Mrs. Rini Mathur

(in chair) (Director) (Add. Director)

APPOINTMENT OF CHAIRPERSON: Mr. Ravi Mathur was unanimously elected Chairperson of the meeting. As requisite quorum was present the Chairperson called the meeting to order. LEAVE OF ABSENCE: None of the Directors were absent during the meeting. CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD MEETING: The minutes of the previous Board Meeting, a draft of which circulated to all the directors were confirmed and signed by the Chairperson. EXECUTION OF DOCUMENTS FOR CREDIT ARRANGEMENT WITH ICICI HFC LTD: Chairman informed the board that it is necessary to authorise one person on behalf of the company to sign papers for execution of documents for availing credit arrangement in the nature of Rupee Term Loan with ICICI HFC Limited of Rs. 9.90 Million. The matter was discussed and the following resolution was passed: "RESOLVED THAT 1. THAT the 1Company do accept the offer of ICICI HFC Limited (“icici hfc”) to provide to the \Company the following Credit facilities. Sr. No. 1.

Nature of the Facilities Rupee Term Loan

Amount of the Facilities / Limits (Rs. in million) 09.90

upto an aggregate overall limits not exceeding Rs 09.90 mn. at any one time on the terms and conditions contained in the sanction Letter (“Letter of Sanction”) issued by ICICI HFC in this regard.

1

STARUNITY CONSTRUCTIONS PRIVATE LIMITED MINUTES BOOK 2. THAT the following 2directors Mr. Ravi Mathur (the authorized 5Directors”) be and is hereby authorised severally to convey to ICICI HFC acceptance on behalf of the 3Company of the said offer for said financial assistance on the terms and conditions contained in the Letter of Sanction and agree to such changes and modifications in the said terms and conditions as may be suggested by ICICI HFC from time to time and to execute such deeds, documents and other writings as may be necessary or required for this purpose. 3. THAT the 4Companyt do avail of the aforesaid Facilities from ICICI HFC, in the manner and to the extent set out above on the terms and conditions contained in the Letter of Sanction and the standard documents required to be executed for the aforesaid Credit Facilities. 4. THAT the drafts of the Facility Agreement, the Deed of Hypothecation and other deeds, documents, undertakings and writings required to be executed by the 5Company in connection with the aforesaid Facilities (copies whereof have been circulated to the 6Board placed on the table at the meeting) be and is / are hereby approved and accepted. 5. THAT the authorised 7Directors be and is hereby authorised to execute all agreements, deeds, documents, undertakings and other writings as may be necessary or required for the purposes aforesaid, and to accept and execute any amendments or modifications to any agreements, deed, documents, undertakings and other writings, including acknowledgement of debt/balance confirmation(s) and/or any renewal documents, as and when necessary. 6. 8THAT the Common Seal of the 9Company be affixed to the stamped engrossment(s) in duplicate of the Facility Agreement and the Deed of Hypothecation and to all other deeds, documents or writings as may be required to be executed under the Common Seal in the presence of 10 any of the following 11Directors Mr.Ravi Mathur shall sign the same in token thereof.,. 7.

2 3 4 5 6 7 8 9 10 11 12 13 14

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THAT above Directors be and is hereby authorized to request ICICI HFC to open letter(s) of credit on behalf of the 13Company in respect of the Facilities granted by ICICI HFC Ltd. to the 14Company and to sign letter of credit application(s), agreement(s) and amendment(s) thereto, other correspondence, stock statements, QIS, deeds including deeds of indemnity acceptances, undertakings and to take and do all such acts, deeds and things as may be necessary or expedient for the aforesaid purpose.

STARUNITY CONSTRUCTIONS PRIVATE LIMITED MINUTES BOOK 8.

15

THAT the aforesaid 16 authorised Directors be and are hereby authorised severally to collect from ICICI HFC the original documents in connection with the aforesaid letter(s) of credit transaction.

9. Copies of the aforesaid resolutions certified to be true be furnished to ICICI HFC and they be requested to act thereon. NEXT BOARD MEETING: The next meeting of Board will be held on a date, time and place to be decided in consultation with the Chairman. VOTE OF THANKS: There being no other business, the meeting concluded with a vote of thanks to the chair.

Place: Jaipur Dated:

15 16

RAVI MATHUR (CHAIRPERSON)

STARUNITY CONSTRUCTIONS PRIVATE LIMITED MINUTES BOOK MINUTES OF THE MEETING OF BOARD OF DIRECTORS OF THE COMPANY M/s STARUNITY CONSTRUCTIONS PRIVATE LIMITED HELD AT REGISTERED OFFICE OF THE COMPANY AT FLAT NO. 304, C-36, LAJPAT MARG, C-SCHEME, JAIPUR ON 02nd SEPTEMBER 2010 AT 10.30 A.M. PRESENT: 1. Mr. Ravi Mathur 2. Mrs. Rini Mathur

(in chair) (Director) (Add. Director)

APPOINTMENT OF CHAIRPERSON: Mr. Ravi Mathur was unanimously elected Chairperson of the meeting. As requisite quorum was present the Chairperson called the meeting to order. LEAVE OF ABSENCE: None of the Directors were absent during the meeting. CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD MEETING: The minutes of the previous Board Meeting, a draft of which circulated to all the directors were confirmed and signed by the Chairperson. CONSIDERATION OF UNAUDITED ACCOUNTS The chairman placed before the Board the Unaudited accounts of the company for the period ended on 31st March 2010. The same was discussed by the Directors and following resolution was passed: “RESOLVED THAT the Unaudited Accounts of the company be and are hereby approved and Mr. Ravi Mathur, Director of the company be and is hereby authorized to handover the accounts to the Auditor of the company for the purpose of Audit." NEXT BOARD MEETING: The next meeting of Board will be held on a date, time and place to be decided in consultation with the Chairman. VOTE OF THANKS: There being no other business, the meeting concluded with a vote of thanks to the chair.

Place: Jaipur Dated:

RAVI MATHUR (CHAIRPERSON)

STARUNITY CONSTRUCTIONS PRIVATE LIMITED MINUTES BOOK MINUTES OF THE MEETING OF BOARD OF DIRECTORS OF THE COMPANY M/s STARUNITY CONSTRUCTIONS PRIVATE LIMITED HELD AT REGISTERED OFFICE OF THE COMPANY AT FLAT NO. 304, C-36, LAJPAT MARG, C-SCHEME, JAIPUR ON 02nd SEPTEMBER 2010 AT 07.30 P.M. PRESENT: 1. Mr. Ravi Mathur 2. Mrs. Rini Mathur

(in chair) (Director) (Add. Director)

APPOINTMENT OF CHAIRPERSON: Mr. Ravi Mathur was unanimously elected Chairperson of the meeting. As requisite quorum was present the Chairperson called the meeting to order. LEAVE OF ABSENCE: None of the Directors were absent during the meeting. CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD MEETING: The minutes of the previous Board Meeting, a draft of which circulated to all the directors were confirmed and signed by the Chairperson. APPROVAL OF AUDITED ACCOUNTS: The chairman placed before the Board the Audited Accounts of the Company with the Auditors Report for the period ended on 31st March 2010. The same was discussed by the Directors and the following resolutions were passed: “RESOLVED THAT the Balance sheet as on 31st March, 2010 and Profit & Loss A/c for the year ended on 31st March, 2010 of the company as placed on the table be and are hereby considered and adopted.” “FURTHER RESOLVED THAT Mr. Ravi Mathur and Mrs. Rini Mathur, Directors of the company be and hereby authorized to sign the Audited Accounts of the company.” APPROVAL OF THE DIRECTORS REPORT: The Chairman placed before the Board a draft of the Directors report on the Audited Accounts of the company for the year ended on 31st March 2010 for approval and for further consideration of the Board. The same was discussed and the following resolution was passed: “RESOLVED THAT the Directors report as placed on the table be and is hereby approved and is signed by Directors of the company present in the meeting in compliance with the provisions of section 217(4) of the companies Act, 1956.”

APPROVAL OF NOTICE CALLING THE ANNUAL GENERAL MEETING:

STARUNITY CONSTRUCTIONS PRIVATE LIMITED MINUTES BOOK The chairman placed before the Board, a draft of the notice calling the 01st Annual General Meeting of the members of the company. After discussion it was decided to hold the same on Wednesday, 29th September, 2010 at 11:00 A.M. at the registered office of the company and requested the Board to approve the same. The matter was discussed and the following resolution was passed: “RESOLVED THAT the draft notice calling the 01st Annual General Meeting of the members of the company on Wednesday, 29th September, 2010 at the Registered office of the company as placed before the Board be and is hereby approved and the Board authorize the Directors of the company to sign the same on behalf of the Board and also to make necessary arrangements for holding the Annual General Meeting of the members of the company.” NEXT BOARD MEETING: The next meeting of Board will be held on a date, time and place to be decided in consultation with the Chairman. VOTE OF THANKS: There being no other business, the meeting concluded with a vote of thanks to the chair.

Place: Jaipur Dated:

RAVI MATHUR (CHAIRPERSON)

STARUNITY CONSTRUCTIONS PRIVATE LIMITED MINUTES BOOK MINUTES OF THE FIRST ANNUAL GENERAL MEETING OF THE COMPANY M/s STARUNITY CONSTRUCTIONS PRIVATE LIMITED HELD AT REGISTERED OFFICE OF THE COMPANY AT FLAT NO. 304, C-36, LAJPAT MARG, C-SCHEME, JAIPUR ON WEDNESDAY, 29th SEPTEMBER 2010 AT 11:00 A.M. PRESENT: (A) DIRECTORS

1. 2.

Mr. Ravi Mathur Mrs. Rini Mathur

(B)

MEMBERS

- Mr. Ravi Mathur - Mr. Anuj Mathur - Mr. Rajkumar Khandelwal (Authorised representative of Sand Dune Buildtech Pvt Ltd) - Mr. Devinder Singh Dutta (Authorised representative of Sand Dune Buildestate Pvt Ltd) PROCEEDINGS OF THE MEETING CHAIRPERSON: Mr. Ravi Mathur was unanimously elected Chairperson of the meeting. As requisite quorum was present the Chairperson called the meeting to order. WELCOME SPEECH BY CHAIRPERSON:

Meeting started with the welcome speech of the Chairperson, whereby members of the company were duly welcomed. The Chairperson declared that the requisite Quorum was present and called the Meeting to order. The Register of Directors’ shareholdings was placed at the Meeting and available for inspection. The Chairperson briefly presented his vision of future and growth prospects of the Company in years ahead. QUORUM Since the adequate quorum was present, the Chairman declared the meeting to be in order and started the proceedings of the meeting. NOTICE

Notice issued for convening the Annual General Meeting was duly read out. DIRECTOR’S REPORT:

With the consent of the members present, the Directors report and Accounts having already been circulated to the members were taken as read. AUDITOR’S REPORT: The auditor’s report was read by the chairman.

STARUNITY CONSTRUCTIONS PRIVATE LIMITED MINUTES BOOK

BUSINESS OF THE MEETING ITEM NO. 1 CONSIDERATION OF DIRECTORS REPORT:

ANNUAL

ACCOUNTS,

AUDITORS

REPORT

AND

The chairman then invited queries from the members present on Directors report; Accounts and Auditors Report but there was no query. Thereafter the chairman proposed the following resolution, which was seconded by Mrs. Rini Mathur: “RESOLVED THAT the Directors report and the Audited Accounts for the year ended 31st March 2010 and Auditors report thereon be and are hereby received and adopted.”

The chairperson put the motion for voting and by show of hands the resolution was passed unanimously. ITEM NO. 2 APPOINTMENT OF STATUTORY AUDITORS: Mr. Ravi Mathur chairman of the meeting proposed the name of M/s ASM & Associates, Chartered Accountants, Kherli for appointment as Statutory Auditors of the company which was seconded by Mrs. Rini Mathur. Following resolution was passed in this regard: “RESOLVED THAT M/s ASM & Associates, Chartered Accountants, Kherli be and are hereby appointed as statutory Auditors in this meeting until the conclusion of next Annual General Meeting at such remuneration as may be decided by the Board in this regard in consultation with the Auditors.”

The chairperson put the motion for voting and by show of hands the resolution was passed unanimously. ITEM NO 3 APPOINTMENT OF RINI MATHUR AS DIRECTOR A member submitted the following motion, which was seconded by another member for approval as ordinary resolution: “RESOLVED THAT Mrs. Rini Mathur who was appointed as an Additional Director of the Company by the Board w.e.f. 31.12.2009 and who holds office under section 260 of the Companies Act, 1956 up to the date of Annual General Meeting, be and is hereby appointed as a Director of the Company.”

The chairperson put the motion for voting and by show of hands the resolution was passed unanimously.

STARUNITY CONSTRUCTIONS PRIVATE LIMITED MINUTES BOOK VOTE OF THANKS: There being no other business, the meeting concluded with a vote of thanks to the chair. Place: Jaipur MATHUR

Dated: (CHAIRPERSON)

RAVI

STARUNITY CONSTRUCTIONS PRIVATE LIMITED MINUTES BOOK MINUTES OF THE MEETING OF BOARD OF DIRECTORS OF THE COMPANY M/s STARUNITY CONSTRUCTIONS PRIVATE LIMITED HELD AT REGISTERED OFFICE OF THE COMPANY AT FLAT NO. 304, C-36, LAJPAT MARG, C-SCHEME, JAIPUR ON 30th SEPTEMBER 2010 AT 11:30 A.M. PRESENT: 1. Mr. Ravi Mathur 2. Mrs. Rini Mathur

(in chair) (Director) (Director)

APPOINTMENT OF CHAIRPERSON: Mr. Ravi Mathur was unanimously elected Chairperson of the meeting. As requisite quorum was present the Chairperson called the meeting to order. LEAVE OF ABSENCE: None of the Directors were absent during the meeting. CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD MEETING: The minutes of the previous Board Meeting, a draft of which circulated to all the directors were confirmed and signed by the Chairperson. AUTHORISATION TO SIGN E-FORMS:

The Chairperson informed the Board that pursuant to the provisions of the Companies Act, 1956 and rules, notifications etc., if any, applicable to the company any one Director of the Company, on behalf of Company is required to Digitally Sign Form No. 23AC, 23ACA, 32 and 20B to be filed at the office of Registrar of Companies. The Board considered the matter and the following resolution was passed in this context: “RESOLVED THAT Mr. Ravi Mathur, Director of the Company be and is hereby authorised to digitally Sign Form No. 23AC, 23ACA, 32 and 20B for and on behalf of the Company to be filed at the office of Registrar of Companies.” NEXT BOARD MEETING: The next meeting of Board will be held on a date, time and place to be decided in consultation with the Chairman. VOTE OF THANKS: There being no other business, the meeting concluded with a vote of thanks to the chair.

Place: Jaipur Dated:

RAVI MATHUR (CHAIRPERSON)

STARUNITY CONSTRUCTIONS PRIVATE LIMITED MINUTES BOOK MINUTES OF THE MEETING OF BOARD OF DIRECTORS OF THE COMPANY M/s STARUNITY CONSTRUCTIONS PRIVATE LIMITED HELD AT REGISTERED OFFICE OF THE COMPANY AT FLAT NO. 304, C-36, LAJPAT MARG, C-SCHEME, JAIPUR ON 25th NOVEMBER 2010 AT 09:30 A.M. PRESENT: 1. Mr. Ravi Mathur 2. Mrs. Rini Mathur

(in chair) (Director) (Director)

APPOINTMENT OF CHAIRPERSON: Mr. Ravi Mathur was unanimously elected Chairperson of the meeting. As requisite quorum was present the Chairperson called the meeting to order. LEAVE OF ABSENCE: None of the Directors were absent during the meeting. CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD MEETING: The minutes of the previous Board Meeting, a draft of which circulated to all the directors were confirmed and signed by the Chairperson. CLOSURE OF BANK ACCOUNT The Chairman informed the Board that Current account in the name of the company opened with Axis Bank Ltd., Raja Park Branch, Jaipur is required to be closed. The matter was discussed by the board and the following resolution was passed in this regard:

“RESOLVED that consent of the board of directors of the company be and is hereby accorded for the closure of the current bank account no. 031010200030171 in the name of the company in Axis Bank Ltd., Raja Park Branch, Jaipur, and for this Director Mr. Ravi Mathur be and is hereby instructed to do all the facts and deeds necessary for the closure of above bank account. NEXT BOARD MEETING: The next meeting of Board will be held on a date, time and place to be decided in consultation with the Chairman. VOTE OF THANKS: There being no other business, the meeting concluded with a vote of thanks to the chair.

Place: Jaipur Dated:

RAVI MATHUR (CHAIRPERSON)

STARUNITY CONSTRUCTIONS PRIVATE LIMITED MINUTES BOOK MINUTES OF THE MEETING OF BOARD OF DIRECTORS OF THE COMPANY M/s STARUNITY CONSTRUCTIONS PRIVATE LIMITED HELD AT REGISTERED OFFICE OF THE COMPANY AT FLAT NO. 304, C-36, LAJPAT MARG, C-SCHEME, JAIPUR ON 08th JANUARY 2011 AT 01:30 P.M. PRESENT: 1. Mr. Ravi Mathur 2. Mrs. Rini Mathur

(in chair) (Director) (Director)

APPOINTMENT OF CHAIRPERSON: Mr. Ravi Mathur was unanimously elected Chairperson of the meeting. As requisite quorum was present the Chairperson called the meeting to order. LEAVE OF ABSENCE: None of the Directors were absent during the meeting. CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD MEETING: The minutes of the previous Board Meeting, a draft of which circulated to all the directors were confirmed and signed by the Chairperson. WORKING PROGRESS OF THE COMPANY: General Progress of the company and various market surveys were discussed at the meeting. Chairman suggested various proposals regarding the procurement of Plant and Machinery, Supplies, Building materials thereon. The board considered the proposals. NEXT BOARD MEETING: The next meeting of Board will be held on a date, time and place to be decided in consultation with the Chairman. VOTE OF THANKS: There being no other business, the meeting concluded with a vote of thanks to the chair.

Place: Jaipur Dated:

RAVI MATHUR (CHAIRPERSON)

MINUTES OF THE MEETING OF BOARD OF DIRECTORS OF THE COMPANY M/s STARUNITY CONSTRUCTIONS PRIVATE LIMITED HELD AT

STARUNITY CONSTRUCTIONS PRIVATE LIMITED MINUTES BOOK REGISTERED OFFICE OF THE COMPANY AT FLAT NO. 304, C-36, LAJPAT MARG, C-SCHEME, JAIPUR ON 31st MARCH 2011 AT 03:30 P.M. PRESENT: 1. Mr. Ravi Mathur 2. Mrs. Rini Mathur

(in chair) (Director) (Director)

APPOINTMENT OF CHAIRPERSON: Mr. Ravi Mathur was unanimously elected Chairperson of the meeting. As requisite quorum was present the Chairperson called the meeting to order. LEAVE OF ABSENCE: None of the Directors were absent during the meeting. CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD MEETING: The minutes of the previous Board Meeting, a draft of which circulated to all the directors were confirmed and signed by the Chairperson. FORM DDA: The Chairperson placed to table Form DDA, dated 31st March 2011 and incorporating a notice of intimation by the Directors pursuant to sec 274 (1) (g) of the Companies Act, 1956 received from all the Directors as placed before the meeting was noted and recorded: The notice to be read and the receipt thereof to be directed to be recorded. “RESOLVED THAT the notice of disqualification of director’s received from the directors of the Company, pursuant to section 274(1) (g) of the Companies Act, 1956 as placed before the Board and as read out at this meeting be and is hereby taken on record.” GENERAL NOTICE OF INTEREST: The Chairperson to table Form 24AA, dated 31st March, 2011 incorporating a general notice of Interest under Section 299(3) (b) of the Companies Act, 1956 received from all the Directors as placed before the meeting was noted and recorded: The notice to be read and the receipt thereof to be directed to be recorded. “RESOLVED THAT the general notice of disclosure of director’s interest received from the directors of the Company, pursuant to section 299(3) of the Companies Act, 1956 as placed before the Board and as read out at this meeting be and is hereby taken on record and that the particulars concerning the same be recorded in the register of contracts maintained pursuant to section 301 of the Companies Act, 1956.” NEXT BOARD MEETING:

STARUNITY CONSTRUCTIONS PRIVATE LIMITED MINUTES BOOK The next meeting of Board will be held on a date, time and place to be decided in consultation with the Chairman. VOTE OF THANKS: There being no other business, the meeting concluded with a vote of thanks to the chair.

Place: Jaipur Dated:

RAVI MATHUR (CHAIRPERSON)