03-16-2012 -Board Meeting for Opening Bank Account

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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY MODTEC INDUSTRIES INDIA PVT LTD (COMPANY), AT ITS BOARD MEETING HELD ON 9 MARCH 2012 AT SILVERDALE, AUCKLAND, NEW ZEALAND.
The Board was informed that the Company has recently approached Australia and New Zealand Banking Group Limited, Mumbai Branch (ANZ) for opening a current account in connection with the business of the Company [Modtec Industries India Pvt Ltd], including availing cash management and electronic banking facilities in relation to the Account. In this regard, copies of the general business conditions and other terms and conditions applicable to the opening and operation of the Account were placed before the Board. After deliberations the following resolutions were passed:

"RESOLVED THAT the Company is authorised to open the Account, subject to
applicable laws, in any currency, place deposits, avail cash management facility, avail electronic banking facilities, and apply for any facility or other products or services with ANZ in accordance with general business conditions and other terms and conditions applicable to the opening and operation of the Account, as may be revised, amended, modified, supplemented or replaced from time to time."

"RESOLVED FURTHER THAT the Company is authorised to enter into such
agreements with ANZ in relation to various electronic financial services (including but not limited to ANZ Transactive) under the various electronic banking agreements and/or service agreements stated in the relevant application forms and terms and conditions governing such electronic banking and other cash management services [ANZ Transactive documents], and execute the Account Opening Documents, the Electronic Banking Documents and any other application forms or documents or any other documents as may be requested by ANZ from time to time."

"RESOLVED FURTHER THAT either of Bruce Davies or Wade Brownlee are hereby

authorised to singly (a) complete and sign any account opening documentation or related instruments, certify any documents, that may be required to be submitted in this regard, or complete any other requirement or procedure (including but not limited to approving, finalizing and executing any amendments or other such documents / agreements [or providing any instructions for operation of any accounts]) as may be prescribed by Australia and New Zealand Banking Group Limited (Mumbai Branch) in this regard; (b) sign any other agreement, certificate, letter, acknowledgement, instruction or notice to be sent by the Company in connection with operation of the Account, or any related document; (c) designate and authorise, from time to time users who may do or cause or authorise to be done any act or thing (including sending instructions and entering into agreements and transactions) contemplated by the electronic financial services R THAT any of the(including but not limited to instructions sent through ANZ hereby authorised as follows: persons mentioned below (Authorised Persons) be and are Transactive); and (d) To do all such other acts, matters, deeds and things necessary or desirable in connection with or incidental to giving effect to the above resolutions."

I.

Authorised Persons (mention about limits for operating account) Name Bruce Davies Wade Brownlee Designation Managing Director Financial Controller Authorisation Limit Unlimited Unlimited Group

"[RESOLVED FURTHER THAT the Common Seal of the Company be affixed to the stamped engrossments of such documents as may be required to be executed under the Common Seal of the Company in the presence of any one director of the Company or any Authorised Person in accordance with the articles of association of the Company.]" The copies of the foregoing resolutions certified to be true shall be furnished to ANZ and ANZ be requested to act thereon. Certified to be true For Modtec Industries India Pvt Ltd

Bruce Davies Managing Director

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