Abhishek Foods Limited 201/54 Foods Building Banjra Hills, Hyderabad, A.

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The Chairman informed the Board about the proposal to avail credit facilities / loan / advances / over draft facility (Facility) for meeting the Company's requirements of funds under the Hypothecation from WONDERS BANK LTD. on such terms and conditions as specified in the draft of the loan agreement, loan sanction letter, security documents and any other documents (Transaction Documents) placed before the Board. The Board after discussion passed following resolution: "RESOLVED THAT consent of the Board be and is hereby given to avail the Facility for meeting the aforesaid requirements of the Company' from WONDERS BANK LTD (hereinafter referred to as "BANK") on such terms and conditions, as contained in the Transaction Documents which are placed before the Committee and initialled by the Chairman for the purpose of identification. RESOLVED FURTHER THAT the draft of the Transaction Documents placed before the Board be and is hereby approved and confirmed. RESOLVED FURTHER THAT the consent of the Board be and is hereby given to borrow such sums, in a lump sum / from time to time under the Facility, provided that the aggregate amount outstanding under the Facility at any time shall not exceed 2,50,00,000/(Rupees Two Crore Fifty Lakhs Only). RESOLVED FURTHER THAT Mr.Ramkrishna, Finance Director of the Company, authorised to execute for and on behalf of the Company the loan Agreement, demand promissory note, letter of continuity, request letters and any other agreements, deeds, documents and writings as may be required by BANK and to do all such acts, deeds and things necessary for the availing the aforesaid Facility and giving effect to this resolution."

RESOLVED FURTHER THAT Mr.Ramkrishna ,Finance Director is authorised to create such security as may be required by BANK and to execute any agreements, deeds, documents and writings and do all acts, deeds, matters and things as may be required by BANK including without limitation registering any charges or admitting execution of documents with the offices of registrar of companies or with any other regulatory authority as required under the applicable law and to do all such acts, deeds and things necessary for giving effect to this resolution. RESOLVED FURTHER THAT Mr.Ramkrishna, Director of Company shall be the authorized signatory of the Company, for all other purposes in relation to availing of the aforesaid Facility. RESOLVED FURTHER THAT wherever necessary the common seal of the Company be affixed on all necessary documents for availing the Facility in accordance with the Articles of Association of the Company and copies of the aforesaid resolutions certified to be true be furnished to the Lenders, the Lead Bank and the security trustee, if any, and they be requested to act thereon. Sd/-

Mr.Ratan CEO Abhishek Foods LTD Date : 5 January 2009