P. V. Subramanian 
                         
                        B.Com., LL.B., ACS. 
                         
                        Company Secretary in Whole-time Practice 
                          
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                         81/8, Regent Estate, 
                          Kolkata-700 092, India. 
                          Phone : 2414 1975 
                          Mobile: 98300 26425  
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                         SECRETARIAL COMPLIANCE 
                          CERTIFICATE 
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                      To,  
                        The Members 
                        NE CABLES LIMITED  
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                      | I have examined the registers, 
                        records, books and papers of NE CABLES LIMITED (“the Company”) 
                        as required to be maintained under the Companies Act, 
                        1956 (“the Act”) and the rules made thereunder and also 
                        the provisions contained in the Memorandum & Articles 
                        of Association of the Company for the financial year ended 
                        on 31st March, 2010 (“financial year”). In my opinion 
                        and to the best of my information and according to the 
                        examinations carried out by me and explanations furnished 
                        to me by the Company, its officers and agents, I certify 
                        that in respect of the aforesaid financial year: | 
                    
                     
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                      | 1. The Company has 
                        kept and maintained all registers as stated in Annexure 
                        “A” to this certificate, as per the provisions of the 
                        Act and the rules made thereunder and all entries therein 
                        have been duly recorded.  | 
                    
                     
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                      | 2. The Company has 
                        filed the forms and returns as stated in Annexure “B” 
                        to this certificate with the Registrar of Companies, Assam, 
                        with payment of additional fee where applicable. The Company 
                        was not required to file any form or return with the Regional 
                        Director, Central Government, Company Law Board or other 
                        authorities prescribed under the Act.  | 
                    
                     
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                      | 3. The Company being 
                        a public limited company has the minimum prescribed paid-up 
                        capital.  | 
                    
                     
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                      | 4. The Board of Directors 
                        duly met 4 (four) times respectively on 15th May, 2009, 
                        27th July, 2009, 27th October 2009 and 25h January, 2010 
                        in respect of which meetings proper notices were given 
                        and the proceedings were properly recorded and signed 
                        in the Minutes Book maintained for the purpose. No resolution 
                        was passed by circulation.  | 
                    
                     
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                      | 5. The Company was 
                        not required to close its Register of Members during the 
                        financial year.  | 
                    
                     
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                      | 6. The annual general 
                        meeting for the financial year ended on 31st March, 2009 
                        was held on 20th July, 2009 after giving due notice to 
                        the members of the Company and the resolutions passed 
                        thereat were duly recorded in Minutes Book maintained 
                        for the purpose.  | 
                    
                     
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                      | 7. No extra-ordinary 
                        general meeting was held during the financial year.  | 
                    
                     
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                      | 8. The Company has 
                        not advanced any loans to its directors or persons or 
                        firms or companies referred to under section 295 of the 
                        Act.  | 
                    
                     
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                      | 9. The Company has 
                        not entered into any contract falling within the purview 
                        of section 297 of the Act.  | 
                    
                     
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                      | 10.The Company has 
                        made necessary entries in the register maintained under 
                        section 301 of the Act.  | 
                    
                     
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                      | 11. As there were no 
                        instances falling within the purview of section 314 of 
                        the Act, the Company has not obtained any approvals from 
                        the Board of Directors, Members or Central Government. 
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                      | 12. The Company has 
                        not issued any duplicate share certificates during the 
                        financial year.  | 
                    
                     
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                      | 13. (i) There was no 
                        allotment / transfer / transmission of securities during 
                        the financial year.  | 
                    
                     
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                      |  (ii) The Company has 
                        not deposited any amount in a separate Bank Account as 
                        no dividend was declared during the financial year.  | 
                    
                     
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                      | (iii) The Company was 
                        not required to post warrants to any member of the Company 
                        as no dividend was declared during the financial year. | 
                    
                     
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                      | (iv) The Company was 
                        not required to transfer any amount to Investor Education 
                        and Protection Fund during the financial year.  | 
                    
                     
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                      | (v) The Company has 
                        duly complied with the requirements of section 217 of 
                        the Act.  | 
                    
                     
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                      | 14. The Board of Directors 
                        of the Company is duly constituted. There was no appointment 
                        of additional director, alternate director or directors 
                        to fill casual vacancy during the financial year.  | 
                    
                     
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                      | 15. The Company has 
                        not appointed any Managing Director / Whole-time Director 
                        / Manager during the financial year.  | 
                    
                     
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                      | 16. The Company has 
                        not appointed any sole selling agents during the financial 
                        year.  | 
                    
                     
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                      | 17. The Company was 
                        not required to obtain any other approvals of the Central 
                        Government, Company Law Board, Regional Director, Registrar 
                        and/or such authorities prescribed under the various provisions 
                        of the Act during the financial year.  | 
                    
                     
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                      | 18. The directors have 
                        disclosed their interest in other firms / companies to 
                        the Board of Directors pursuant to the provisions of the 
                        Act and the rules made thereunder. | 
                    
                     
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                      | 19. The Company has 
                        not issued any shares, debentures or other securities 
                        during the financial year.  | 
                    
                     
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                      | 20. The Company has 
                        not bought back any shares during the financial year. 
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                      | 21. There was no redemption 
                        of preference shares or debentures during the financial 
                        year.  | 
                    
                     
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                      | 22. There were no transactions 
                        necessitating the Company to keep in abeyance the rights 
                        to dividend, rights shares and bonus shares pending registration 
                        of transfer of shares.  | 
                    
                     
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                      | 23. The Company has 
                        not invited / accepted any deposits including any unsecured 
                        loans falling within the purview of section 58A of the 
                        Act during the financial year.  | 
                    
                     
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                      | 24. The Company has 
                        not made any borrowings during the financial year. | 
                    
                     
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                      | 25. The Company has 
                        not made any loans or advances or given guarantees or 
                        provided securities to other bodies corporate. For the 
                        investments made, the Company has made necessary entries 
                        in the register kept for the purpose.  | 
                    
                     
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                      | 26. The Company has 
                        not altered the provisions of its Memorandum of Association 
                        with respect to situation of the Company’s registered 
                        office from one State to another during the year under 
                        scrutiny.  | 
                    
                     
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                      | 27. The Company has 
                        not altered the provisions of its Memorandum of Association 
                        with respect to the objects of the Company during the 
                        year under scrutiny.  | 
                    
                     
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                      | 28. The Company has 
                        not altered the provisions of its Memorandum of Association 
                        with respect to name of the Company during the year under 
                        scrutiny. | 
                    
                     
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                      | 29. The Company has 
                        not altered the provisions of its Memorandum of Association 
                        with respect to share capital of the Company during the 
                        year under scrutiny.  | 
                    
                     
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                      | 30. The Company has 
                        not altered its Articles of Association during the financial 
                        year. | 
                    
                     
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                      | 31. There was no prosecution 
                        initiated against or show cause notices received by the 
                        Company and no fines or penalties or any other punishment 
                        was imposed on the Company during the financial year for 
                        offences under the Act.  | 
                    
                     
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                      | 32. As the Company 
                        does not have any employee, the question of receiving 
                        any money as security from them does not arise.  | 
                    
                     
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                      | 33. As the Company 
                        does not have any employee, the question of depositing 
                        both employees’ and employer’s contribution to Provident 
                        Fund with prescribed authorities does not arise.  | 
                    
                     
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                      | Place: Kolkata .  | 
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                         (P V SUBRAMANIAN) 
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                         Company Secretary in Whole-time 
                          Practice 
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                      | Date : 23rd April, 2010. 
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                         C.P.No.: 2077 
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                         ANNEXURE “A” 
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                         (forming part of Secretarial Compliance 
                          Certificate dated 23rd April, 2010) 
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                         Statutory Registers, Books and 
                          Returns as maintained by 
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                         NE CABLES LIMITED 
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                      | 1. Register of Members. 
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                         u/s 150 
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                      | 2. Copies of Annual 
                        Returns. | 
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                         u/s 163 
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                      | 3. Minutes Book of meetings 
                        of Board of Directors. | 
                       
                         u/s 193 
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                      | 4. Minutes Book of proceedings 
                        of general meetings.  | 
                       
                         u/s 193 
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                      | 5. Books of account. 
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                         u/s 209 
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                      | 6. Register of contracts. 
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                         u/s 301 
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                      | 7. Register of directors, 
                        etc.  | 
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                         u/s 303 
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                      | 8. Register of directors’ 
                        shareholdings.  | 
                       
                         u/s 307 
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                      | 9. Register of Investments, 
                        etc.  | 
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                         u/s 372A 
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                      | 10. Register of Renewed 
                        and Duplicate Certificates. | 
                       
                         u/r 7 of the Companies 
                          (Issue of Share Certifi-cates) Rules, 1960.  
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                      | Place: Kolkata .  | 
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                         (P V SUBRAMANIAN) 
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                         Company Secretary in Whole-time 
                          Practice 
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                      | Date : 23rd April, 2010. 
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                         C.P.No.: 2077 
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                         ANNEXURE “B” 
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                         (forming part of Secretarial Compliance 
                          Certificate dated 23rd April, 2010) 
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                         Forms and Returns as filed by NE 
                          CABLES LIMITED with the Registrar of Companies, Assam, 
                          during the financial year ending on 31st March, 2010. 
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                      | 1.  | 
                      eForm No.66  
                        (with copy of Compliance Certificate as attachment) | 
                       
                         Filed u/s 383A  
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                         For the year ended  
                          31st March, 2009. 
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                      | 2.  | 
                      eForm Nos.23AC & 23ACA (with 
                        copies of Balance Sheet,etc. as attachment) | 
                       
                         Filed u/s 220  
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                         For the year ended 
                          31st March, 2009. 
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                      | 3.  | 
                      eForm No.20B 
                        (with Annual Return in Sch.V as attachment) | 
                       
                         Filed u/s 159 
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                         As on the date of AGM 20th July, 2009. 
                         
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                      | Place: Kolkata .  | 
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                         (P V SUBRAMANIAN) 
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                         Company Secretary in Whole-time 
                          Practice 
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                      | Date : 23rd April, 2010. 
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                         C.P.No.: 2077 
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