Exhibit 4.49
 
 CREDIT ARRANGEMENT LETTER
   India Foils Limited,
   (Rs. in million)Facilities
    
    LimitTerm Loan
    
    
    250.0TOTAL
    
    
    250.0
    
 For INDIA FOILS LIMITED(signed)
    
    (signed)Authorised Signatory
    
    Authorised Signatory
  ICICI Bank LimitedICICI Bank Towers
    
    Tel. (91-22) 2653 1414
    
    Regd. Off. : "Landmark"Bandra-Kurla Complex
    
    Fax: (91-22) 2653 1122
    
    Race Course CircleMumbai 400 051, India.
    
    Website www.icicibank.com
    
    Vadodara 390 007, India




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ANNEXURE 1
 TERMS AND CONDITIONS
 Facility
    
    Corporate LoanLimit
    
    Rs.250.0 millionCurrency
    
    Rupee facilitySecurity
    
    Secured by a first charge over the fixed assets of India Foils Limited.Tenor / Repayment 
schedule
    
    Amortisation schedule of the loan is attached as Annexure B.Interest
    
    The Company shall pay to ICICI Bank interest on the principal amount
of the Facility outstanding from time to time monthly in each year on
20th day of each calender month. The rates of interest for
each Tranche of the Facility (the Applicable Rate) shall be as
follows:From August 2005 till July 2006:Nil interestFrom August 2006 till May 2008:6.50% per annum below the sum of the
ICICI Bank Benchmark Advance Rate and the Term Premium prevailing on
the date of disbursement of such Tranche of the Facility, plus
applicable interest tax or other statutory levy, if any.The ICICI Bank Benchmark Advance Rate as on date is 11.00% per annum,
the Term Premium as on date is 0.00% per annum and the Applicable Rate
as on date is 4.50% per annum.From June 2008 till May 2009:1.00% per annum below the sum of the
ICICI Bank Benchmark Advance Rate and the Term Premium prevailing on
the date of disbursement of such Tranche of the Facility, plus
applicable interest tax or other statutory levy, if any.The ICICI Bank Benchmark Advance Rate as on date is 11.00% per annum,
the Term Premium as on date is 0.00% per annum and the Applicable Rate
as on date is 10.00% per annum.From June 2009 till August 2012:ICICI Bank Benchmark Advance
Rate and the Term Premium prevailing on the date of disbursement of
such Tranche of the Facility, plus applicable interest tax or other
statutory levy, if any.The ICICI Bank Benchmark Advance Rate as on date is 11.00% per annum,
the Term Premium as on date is 0.00% per annum and the Applicable Rate
as on date is 11.00% per annum.Above Interest rates shall be reset at the end of every 12 months from
the date of disbursement of the first Tranche of the Facility at the
applicable margin over over/below the sum of IBAR and the Term Premium
prevailing on the reset date, plus applicable interest tax or other
statutory levy, if any. The effective rate will be adjusted in the
redemption premium payable by the company.
 For INDIA FOILS LIMITED(signed)
    
    (signed)Authorised Signatory
    
    Authorised Signatory
 2




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LoanProcessing Fee
    
    Rs.21.5 million payable at the time of loan disbursement.Interest calculation
    
    Interest will be calculated on 365 day basis in respect of rupee loans.Prepayment
    
    The Company may pay any of the oustanding tranches (in part or full),
on March 20th of each year from the 2nd year of the
currency of the loan along with the stipulated redemption premium.Redemption Premium
    
    Redemption premium payable at the end of each year in the event of
prepayment / repayment will be calculated to provide the stipulated
yeild as given in Annexure A.ICICI Bank Benchmark Advance Rate (I-Bar) for the calculation of yeild
will be reset at the end of every 12 months and will be applicable
only from the reset date.
  Annexure A
 REDEMPTION PREMIUM PAYABLE ON PREPAYMENT
 YEAR OF REPAYMENT
    
    YIELD FOR CALCULATION/ PREPAYMENT
    
    OF REDEMPTION PREMIUMMar 20, 2007
    
    I-BAR-3.25%Mar 20, 2008
    
    I-BAR-3.25%Mar 20, 2009
    
    I-BAR-3.00%Mar 20, 2010
    
    I-BAR-3.00%Mar 20, 2011
    
    I-BAR-2.50%August 20, 2012
    
    I-BAR-2.00%
 For INDIA FOILS LIMITED(signed)
    
    (signed)Authorised Signatory
    
    Authorised Signatory
 3




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Annexure B
AMORTIZATION SCHEDULE
 COMPANY NAME
    
    INDIA FOILS LTDASSISTANCE TYPE
    
    CORPORATE LOAN
 Installment of principal
    
    Principal amount of the facilityDue Dates for
    
    amount of the facility
    
    outstanding after each paymentPayment
    
    (in Rs)
    
    (in Rs)20-Nov-08
    
    
    15,625,000
    
    
    
    234,375,00020-Feb-09
    
    
    15,625,000
    
    
    
    218,750,00020-May-09
    
    
    15,625,000
    
    
    
    203,125,00020-Aug-09
    
    
    15,625,000
    
    
    
    187,500,00020-Nov-09
    
    
    15,625,000
    
    
    
    171,875,00020-Feb-10
    
    
    15,625,000
    
    
    
    156,250,00020-May-10
    
    
    15,625,000
    
    
    
    140,625,00020-Au9-10
    
    
    15,625,000
    
    
    
    125,000,00020-Nov-10
    
    
    15,625,000
    
    
    
    109,375,00020-Feb-11
    
    
    15,625,000
    
    
    
    93,750,00020-May-11
    
    
    15,625,000
    
    
    
    78,125,00020-Aug-11
    
    
    15,625,000
    
    
    
    62,500,00020-Nov-11
    
    
    15,625,000
    
    
    
    46,875,00020-Feb-12
    
    
    15,625,000
    
    
    
    31,250,00020-May-12
    
    
    15,625,000
    
    
    
    15,625,00020-Aug-12
    
    
    26,625,000
    *
    
    
    
 
 *
    
    Including redemption premium of Rs.11.0 million. For INDIA FOILS LIMITED(signed)
    
    (signed)Authorised Signatory
    
    Authorised Signatory
 4