MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF .

HELD
ON 10th MARCH, 2006 AT 11:00 a.m. AT THE REGISTERED OFFICE
OF THE COMPANY AT .

The Following Directors were Present:

1.
2.

1.Chairman of the Meeting

Mr. was unanimously elected as Chairman of the Meeting.

There upon he took the chair. The following resolution was
passed:

“RESOLVED THAT Mr. be and is hereby appointed as the

Chairman of this meeting and to hold the office of the
chairman of every subsequent Board Meeting until otherwise
decided.”

2.Certificate of Incorporation

The Chairman informed the board that Certificate of

Incorporation No. 04- dated has been received and now
the Company is incorporated under the Companies Act,
1956.

The Chairman also placed printed Copy of Memorandum

and Articles of Association of the Company. The Board noted
the same. The following resolution was passed:

“RESOLVED THAT printed copy of the Original Memorandum and

Articles of Association of the Company and the original
copy of the Certificate of Incorporation dated the day of
March, 2006 laid before the meeting, and perused be taken
on record and Mr. , a Director of the Company be directed
to keep the original copy of the Certificate of
Incorporation in safe custody.

3.Financial year of the Company

The Board discussed the matter of fixing the Accounting
year of the Company. The following resolution was passed:

"RESOLVED that subject to the approval of income tax

authorities, the first ‘Financial Year” of the Company be
the period from the date of incorporation of the Company,
viz. March 2006 to 31st March 2006 (both days inclusive)
and that the second and the subsequent ‘Financial Years’ of
the Company be the period from 1st April to 31st March in
each year.”

4.Maintenance of the Books

It was decided that the statutory registers and the Books

of Accounts would be maintained in English language and be
kept at the registered office of the Company.

5.Appointment of Auditors

The Chairman suggested that Jain P C & Associates,

Chartered Accountants be appointed as Auditors of the
Company.

He placed before the Board the certificate received from

him that the proposed appointment would be within the
prescribed limit for the number of Audits.

"RESOLVED THAT Jain P C & Associates, Chartered

Accountants, Ahmedabad be and is hereby appointed as the
First Auditors of the Company to hold office until the
conclusion of the First Annual General Meeting of the
Company at such remuneration as may be decided by Mr.
Rakesh Israni, Director of the Company.”

6.Situation of Registered Office

The Chairman informed the Board that the Registered Office

of the Company will be situated at Ahmedabad 380015 and
necessary intimation to this effect has already been given
to the Registrar of Companies, Gujarat by filing Form No.
18 pursuant to Section 146 of the Companies Act, 1956.

The same was approved and noted.

7.Adoption of seal of the Company

The Chairman placed before the meeting the Common Seal of

the Company. The following resolution was passed.
"RESOLVED that the seal as per impression shown
below be the Common Seal of the Company and the same be
kept in the safe custody of the Chairman of the Company.

Impression of Common Seal.”

8.Constitution of the Board

The Chairman informed that the following persons in

pursuance of the Articles of Association determining the
first directors of the Company and constituting the first
Board of Directors of the Company.

1.
2.

“RESOLVED THAT necessary intimation already given to this

effect to the Registrar of Companies, Gujarat by
filing Form No. 32 pursuant to Section 303(2) of the
Companies Act, 1956 be and is hereby approved and
confirmed.”

9.Allotment of Shares to subscribers to the Memorandum of

Association

The Chairman informed the Board that the Company has

received payment in full in respect of Equity Shares
taken by the subscribers to the Memorandum of
Association.

"RESOLVED THAT the subscribers to the Memorandum of

Association having agreed to take and having made the
payment be and are hereby allotted equity shares the
details whereof are mentioned below :

Name of the No. Of Shares Distinctive

Subscriber Allotted No.

1. 5000 1 to 5000
2. 5000 5001 to
10000
"RESOLVED FURTHER THAT the names of the said subscribers to
the Memorandum of Association be entered in the Register
of Members pursuant to Section 150 read with Section 91
of the Companies Act, 1956.”

10.Printing of Share Certificates

The Chairman informed the Board that under the Companies

(issue of Share Certificate) Rules, 1960 printing of
Share Certificate is required to be authorised by a
Resolution of the Board.

It was therefore RESOLVED THAT any one Director be and is

hereby authorised to get Share Certificates printed with
consecutively numbered from 000001 to 000100 thereto for
Equity Shares as per draft placed before the Board and
initialed by the Director for the purpose of
identification.

“FURTHER RESOLVED THAT the said Share Certificates shall be

kept in the safe custody of the Chairman of the Company.”

11.Issue of Share Certificate

"RESOLVED THAT the Share Certificates of the Company be

issued to below mentioned allottees under the common seal
of the Company to be affixed in presence of any one of the
Directors and the same be signed by any two Directors of
the Company and Mr. , an Authorized Signatory".

Name of the Share Certificate Distinctive No.

Subscriber No

1 000001 1 to 5000
2. 000002 5001 to 10000

12.General Notice of Disclosure of Interest

The Chairman placed before the Board the General Notice of

disclosure of interest received from all the Directors of
the Company in compliance with the provisions of Section
299 of the Companies Act 1956 and the Declaration from all
the Directors to the effect that they have not been
disqualified under Section 274(1)(g) of the Companies Act,
1956.

The same were read out at the meeting and recorded in the
register maintained.
13.Approval of Statement of Preliminary Expenses

The Chairman Placed before the Meeting statement of

preliminary expenses incurred by Promoters.

After discussion It was RESOLVED THAT the preliminary

expenses of Rs. 19380/- incurred by the promoters of the
Company in connection with incorporation of the Company as
per the statement placed before the meeting be and are
hereby approved.

14.Authority to Sign Application, Form etc.

The Chairman suggested that for administrative convenience

it would be advisable to entrust any Director/s of the
Company to sign applications, forms etc.

After Discussion It was RESOLVED THAT Mr., Director of

the Company be and is hereby authorized to sign on
behalf of the Company all letters, forms, applications
and other documents for State Govt., Central Govt., Semi
Government or any other organizations.

15.Proceedings of the Meeting

The Board decided to keep the minutes of the Board Meetings

and General Meeting in loose leaf binder to be regularly
bound at the end of reasonable period.

16.Payment of Sitting Fees

“RESOLVED THAT no sitting fees will be payable to Directors

of the company for attending Board Meetings until otherwise
decided.”

17.Opening of Bank Account

“RESOLVED THAT a Current Banking Account in the name and

style of Pvt. Ltd.’ be opened with IDBI Bank Ltd.,
Ghatlodia Branch, Ahmedabad and that the said Bank be and
is hereby authorised to honour cheques, drafts, bills of
exchanges, promissory notes and other negotiable
instruments signed, drawn, accepted or made on behalf of
the company by any one of the Directors namely Mr. and
Mrs. and to act on any instructions so given relating to
the account whether the same be overdrawn or not or
relating to the transactions of the Company”
18.No Objection Certificate

“RESOLVED THAT the Company do allow and have No Objection

to Mr. applying to the Office of the Registrar of Companies
for the approval of any of the names for incorporating a
new Company comprising any of the words such as Pacifica,
Hotels or Hyderabad either singly or in any combination
thereof.

19.Opening of Escrow Account

‘RESOLVEDE THAT an Escrow Account be opened with IDBI Bank

Ltd., Ahmedabad and that the said escrow account be and is
hereby authorized to honour all cheques, Bills of Exchange
and promissory notes drawn, accepted, endorsed or made on
behalf of the company by Shri Director of the company and
to act upon any instruction so given in relation to account
whether the same be overdrawn or not, or relating to the
transaction of the company.

RESOLVED FURTHER THAT Shri , Director be and is hereby

severally authorized to furnish and to sign the necessary
forms and documents in this behalf.

RESOLVED FURTHER THAT a copy of this resolution be sent to

the Bank and the said resolution shall remain in force
until notice of their withdrawal, change or cancellation is
given to the Bank in writing.

20. Purchase of Land

RESOLVED THAT the Company do purchase the Land at l

consideration of Rs. 9 crores for the construction of
hotel, being the project of the Company.

RESOLVED FURTHER THAT Mr. , Director of the Company be and

is hereby authorized to execute/sign all the papers,
documents, agreements, deeds etc. for the purchase and/or
registration of the Land.

RESOLVED FURTHER THAT Mr. Director of the Company is

further authorized to take necessary actions for the
effective implementation of the resolution.

There being no other business to be transacted, the meeting

was terminated with a vote of thanks to the chair.
Date : 04th April, 2006
Place : AHMEDABAD CHAIRMAN