For a

fresh issue of upto 250,00,00,000 (Two Hundred and Fifty Crores) equity
shares of the Company of face value or Rs 10/- each
(Rupees Ten Only) for cash at such premium which Issuance may be made in
such manner and on such terms and conditions as the
Board thinks fit including (but not limited to) in pursuance of one or
more international or domestic offerings or by way of
private placements / preferential allotments / rights issue / public
issue by way of issuance of equity / convertible
preference shares or other securities including in the form of Global
Depository Receipts ("GDRs" ) and / or American
Depository Receipts ("ADRs" ) convertible to shares and / or Foreign
Direct investment and / or any other securities linked
to equity shares / preference shares and / or any other convertible
instrument or securities such as convertible debentures
bonds Foreign Currency Convertible Bonds ( FCCBs ), warrants and / or
any other instrument or securities representing shares
/ preference shares and / or any instrument or securities Such as
convertible debentures / bonds / warrants convertible into
depository receipts underlying equity shares / preference shares and /
or any other Instrument with or without detachable
warrants secured or unsecured or such other types of securities
representing shares or convertible securities which
convertible securities / instruments shall be convertible into not
exceeding 250,00,00,000 (Two Hundred and Fifty Crores)
equity shares of the Company of the face value of Rs 10/- each (Rupees
Ten Only) for cash at such premium to be decided by
the Board ("Securities") to be subscribed by one or more domestic
(foreign investors including but not limited to
Non-Resident Indians (NRIs), Foreign Institutional investors (FIIs),
Qualified Institutional Buyers (QIBS), mutual funds,
banks, foreign banks, foreign nationals Companies and / or corporate
bodies, insurance companies, other institutions /
corporate bodies and / or individuals or otherwise as the Board may
think fit whether or not such Investors are members of
the Company in one or more currency as may be deemed appropriate by the
Board by offering the Securities in the foreign
markets composing one or more countries and / or the domestic market in
any Foreign Currency or Indian Rupees or in any other
approved manner including through a prospectus and / or letter of offer
and / or on private placement memorandum and / or
any offering memorandum and / or offering letter and / or circular as
the case may be from time to time, as may be deemed
appropriate by the Board subject to such conditions as the Board may
consider appropriate including pricing and conversion
the form and the persons to whom the securities may be Issued and all
other terms and conditions connected therewith in one
or more tranches and in accordance with all applicable laws and
regulations and the Board be and is hereby authorised subject
to applicable laws and regulations to issue the aforesaid Securities to
the investors in such manner and at such premium as
they may deem appropriate in their absolute discretion in one or more
tranches and if necessary in consultation with the Lead
Managers and / or Underwriters (if any) and / or any other advisors /
consultants of the Company concerned with the offering

or Issue as the Board may deem appropriate, subject to necessary provisions &
approvals.
To create, issue and
offer whether at one time or from time to time or in trenches by way of
Follow on Public Offer / Preferential Issue / Right
Issue / Private Placement / Qualified Institutional Placements(QIP) /
and / or Preferential Offer or American Depository
Receipt (ADR) or Global Depository Receipt (GDR) to General Public,
Members, Employees, Non-Resident Indians, Foreign
Institutional Investor(s) (FII's), Companies, Mutual Funds, Banks,
Financial Institutions, Stabilizing Agents (SA), other
entity(ies) and / or to the Company's Promoters, their Relatives,
Friends and Associates including Bodies Corporate, whether
in group or not, by way of Follow on Public Offer / Issue / Right
Issue / Private arrangement / Qualified Institutional
Placements(QIP) / Preferential issue / American Depository Receipts
(ADR) / Global Depository Receipt (GDR), or Foreign
Currency Convertible Bonds (FCCB's), Convertible Bonds / Debentures
Euro-convertible Bonds whether or not such persons are
existing shareholders of the Company or not, such number of Equity
Shares / Securities / any other instruments permissible
under the laws with such premium if any, as may be determined by the
Board of Directors of the Company, whose aggregate face
value shall not exceed the remaining un-utilized amount in authorized
Capital of the company as on that date, excluding
premium if any, on such terms and conditions as to the basis of offer,
face value of Equity Shares / Securities, amount to be
paid on application, allotment and calls (if any) to be made, with such
premium if any, as may be determined by the Board of
Directors of the Company, including offer of unsubscribed portion out
of the Issue/Preferential offer to the Company's
Promoters, their Relatives, Friends and Associates including Bodies
Corporate, whether in group or not, by way of Follow on
Public Offer / Issue/ Right Issue/Private arrangement/ Qualified
Institutional Placements(QIP) / Preferential Issue/ American
Depositor)- Receipt (ADR) / Global Depository Receipt (GDR), Foreign
Currency Convertible Bonds (FCCB's) Convertible Bonds/
Debentures Euro-convertible Bonds, whether or not such persons are
existing shareholders of the Company or not subject to
such conditions and Government guidelines and / or practice prevailing
at the time of issue or as may be imposed at the time

of their approval and as agreed to by the Board, subject to necessary provisions &
approvals.