To Execution Of Loan And Creation Of Mortgage

28th     July 2005

Subject:To report the resolutions of the Board of Directors'Meeting
No. 3/2005

To:Managing Director
The Stock Exchange of Thailand

The Meeting of the Board of Directors of Polyplex (Thailand) Public Company
Limited (the Company) No. 3/2005 held at 1.30 p.m. on 28 July 2005, has
resolved as follows:

      1.That the minutes of the Board of Directors' Meeting No. 2/2005,
dated 20 May 2005 be certified.

      2.That the report on the Company's operating results as compared to
the budget be acknowledged.

      3.That the Company's  reviewed balance sheet and the profit and loss
statements ending 30 June 2005 which had been reviewed by the auditor and
by the Audit Committee be approved.

      4.That the connected transactions of the Company for 3 (three) months
ending 30 June 2005 which had been approved by the Audit Committee be approved.

      5.In connection with the various projects of the Company:
      1.that the progress of the Turkey project reported by the Management be
acknowledged.
      2.that the minor revision of the Transfer Pricing Policy in connection
with the sale transactions between the Company and subsidiary company which was
reviewed and approved by the Audit Committee be approved.

      6.That the entry into and execution of the loan agreements with TMB
Bank Public Company Limited (TMB) and Siam City Public Company Limited (SCIB)
for an amount of Euro 7 million (in an equivalent to Thai Baht 351.82 million)
each be approved.

That any one of Mr. Sanjiv Saraf, Mr. Pranay Kothari or Mr. Manish Gupta be
authorised to enter into and to execute the loan agreements with TMB and SCIB
on behalf of the Company.

 The Board of Directors Meeting No. 2/2005 dated 20 May 2005 has approved the
Company  to obtain the loan from TMB and SCIB.

      7.That the registrations of the 2nd rank of mortgage of 2 plots of land
and construction thereon, whether present or future and mortgage of machinery
and equipment used in Film Line Plant with TMB and SCIB in order to secure all
indebtedness, whether present or future, of the Company under the credit
facilities and loan agreements entered into with these two banks be approved.


Yours faithfully,
Polyplex (Thailand) Public Company Limited




(Manish Gupta)
Director