COPY OF RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF UTTARA FOODS AND FEEDS PRIVATE LIMITED AT ITS MEETING HELD

ON THURSDAY, 1 ST MARCH, 2012, AT VENKATESHWARA HOUSE, 114/A/2, PUNESINHAGAD ROAD, PUNE - 411030 ROLL OVER OF PREFERENCE SHARES OF RS. 2.00 CRORES The Board was informed that the 20,00,000 Preference Shares of Rs. 10/- each total amounting to Rs. 2,00,00,000/- allotted on________are due for redemption on 31st March ,2012 as per the terms of issue of Redemption of Preference shares Furthe ,the Chairman recommend to Roll Over of Preference Shares for the further period of ___ years and upto the date of ____ The Board was further informed that to carry out the said proposal of it is necessary to amend the Clause V of the Memorandum of Association of the Company by passing Ordinary Resolution by members of the Company in their meeting. Board discussed the matter and passed the following resolution unanimously in this regard:

RESOLVED that pursuant to Section 94 and other applicable provisions, if any, of the Companies Act 1956 and Articles 5 of the Articles of Association of the Company and subject to the approval of members of the Company, the authorised share capital of the Company be and is hereby increased from Rs. 18,00,00,000 (Rupees Eighteen Crores) to Rs. 25,00,00,000 (Rupees Twenty Five Crores) divided into 2,30,00,000 equity shares of Rs.10/- each and 20,00,000 preference shares of Rs.10/- each by creation of 70,00,000 new equity shares of Rs.10/- each ranking pari passu with the existing shares of the Company. RESOLVED FURTHER that subject to Section 16 and other applicable provisions, if any, of the Companies Act, 1956 and subject to the approval of the members of the Company, Clause V of the Memorandum of Association of the Company be deleted and substituted in its place and stead by the following new clause: V. The Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 2,30,00,000 (Two Crores Thirty Lacs) equity shares of Rs.10/-(Rupees Ten only) each aggregating to Rs.23,00,00,000/- (Rupees Twenty Three Crores only) and 20,00,000(Twenty Lacs) preference shares of Rs.10/(Rupees Ten only) each aggregating to Rs.2,00,00,000/- (Rupees Two Crores only).

RESOLVED FURTHER that an Extra-Ordinary General Meeting of the members of the Company be convened on Monday, 28th March, 2011 at 11.00 a.m. at Venkateshwara House, S.No. 114/A/2, Pune-Sinhagad Road, Pune 411030 to secure their consent for above mentioned resolutions. RESOLVED FURTHER that the notice of an Extra-Ordinary General Meeting, as placed before the Board of Directors, be and is hereby approved and that the same be issued to all eligible members of the Company under the signature of Mr. B. Venkatesh Rao, Managing Director of the Company.

RESOLVED FURTHER that any one of the Directors of the Company be and is hereby authorised to do all necessary acts, deeds and things to give effect to this resolutions. CERTIFIED TRUE COPY FOR UTTARA FOODS AND FEEDS PRIVATE LIMITED

R. RAJENDRAN PILLAI DIRECTOR

NOTICE

NOTICE is hereby given that an Extra-ordinary General Meeting of the Members of Uttara Foods And Feeds Private Limited will be held on Monday, the 28th March, 2011 at 11.00 A.M. at the Registered Office of the Company at "Venkateshwara House",S.No.114/A/2, Pune Sinhagad Road, Pune 411 030 to transact the following business :

1.

To consider and, if thought fit, to pass with or without modifications the following Resolution Resolution:

as an Ordinary

INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY

RESOLVED that pursuant to Section 94 and other applicable provisions, if any, of the Companies Act 1956 and Articles 5 of the Articles of Association of the Company, the authorised share capital of the Company be and is hereby increased from Rs. 18,00,00,000 (Rupees Eighteen Crores) to Rs. 25,00,00,000 (Rupees Twenty Five Crores) divided into 2,30,00,000 equity shares of Rs.10/- each and 20,00,000 preference shares of Rs.10/- each by creation of 70,00,000 new equity shares of Rs.10/- each ranking pari passu with the existing shares of the company. RESOLVED FURTHER that any one of the Director of the Company be and is hereby authorised to do all the necessary acts, deeds and things in this relation.

2.

To consider and, if thought fit, to pass with or without modifications the following Resolution Resolution:

as an Ordinary

ALTERATION IN MEMORANDUM OF ASSOCIATION RESOLVED that subject to Section 16 and other applicable provisions, if any, of the Companies Act, 1956, Clause V of the Memorandum of Association of the Company be deleted and substituted in its place and stead by the following new clause: V. The Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 2,30,00,000 (Two Crores Thirty Lacs) equity shares of Rs.10/(Rupees Ten Only) each aggregating to Rs.23,00,00,000/- (Rupees Twenty Three Crores only) and 20,00,000 (Twenty Lacs) preference shares of Rs.10/- (Rupees Ten Only) aggregating to Rs. 2,00,00,000/- (Rupees Two Crores only). RESOLVED FURTHER that any one of the Director of the Company be and is hereby authorised to do all the necessary acts, deeds and things in this relation. BY ORDER OF THE BOARD OF DIRECTORS

Place: Pune Date: 01.03.2011

B. VENKATESH RAO MANAGING DIRECTOR

Notes: 1. Every member who is entitled to attend and vote at this Meeting is entitled to appoint a proxy to attend and vote at the Meeting instead of himself and the proxy need not be a Member. 2. Pursuant to Article 8 of Articles of Association explanatory statement is not required to be given.

COPY OF RESOLUTION PASSED BY THE MEMBERS OF UTTARA FOODS AND FEEDS PRIVATE LIMITED AT ITS EXTRA ORDINARY GENERAL MEETING HELD ON MONDAY, 28TH MARCH, 2011, AT VENKATESHWARA HOUSE, 114/A/2, PUNE-SINHAGAD ROAD, PUNE-411030 INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY

RESOLVED that pursuant to Section 94 and other applicable provisions, if any, of the Companies Act 1956 and Articles 5 of the Articles of Association of the Company, the authorised share capital of the company be and is hereby increased from Rs. 18,00,00,000 (Rupees Eighteen Crores) to Rs. 25,00,00,000 (Rupees Twenty Five Crores) divided into 2,30,00,000 equity shares of Rs.10/- each and 20,00,000 preference shares of Rs.10/- each by creation of 70,00,000 new equity shares of Rs.10/- each ranking pari passu with the existing shares of the Company. RESOLVED FURTHER that any one of the Director of the Company be and is hereby authorised to do all the necessary acts, deeds and things in this relation. CERTIFIED TRUE COPY FOR UTTARA FOODS AND FEEDS PRIVATE LIMITED

R. RAJENDRAN PILLAI DIRECTOR

COPY OF RESOLUTION PASSED BY THE MEMBERS OF UTTARA FOODS AND FEEDS PRIVATE LIMITED AT ITS EXTRAORDINARY GENERAL MEETING HELD ON MONDAY, 28TH MARCH, 2011, AT VENKATESHWARA HOUSE, 114/A/2, PUNE-SINHAGAD ROAD, PUNE-411030 ALTERATION IN MEMORANDUM OF ASSOCIATION RESOLVED that subject to Section 16 and other applicable provisions, if any, of the Companies Act, 1956, Clause V of the Memorandum of Association of the Company be deleted and substituted in its place and stead by the following new clause: V. The Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 2,30,00,000 (Two Crores Thirty Lacs) equity shares of Rs.10/(Rupees Ten Only) each aggregating to Rs.23,00,00,000/- (Rupees Twenty Three Crores only) and 20,00,000 (Twenty Lacs) preference shares of Rs.10/- (Rupees Ten Only) aggregating to Rs. 2,00,00,000/- (Rupees Two Crores only). RESOLVED FURTHER that any one of the Director of the Company be and is hereby authorised to do all the necessary acts, deeds and things in this relation. CERTIFIED TRUE COPY FOR UTTARA FOODS AND FEEDS PRIVATE LIMITED

R. RAJENDRAN PILLAI DIRECTOR