Certified true copy of the Resolution passed Shareholders of Bajaj Hindustan Sugar Limited at the 74th Annual General Meeting held on March 28, 2006

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“RESOLVED THAT pursuant to the applicable provisions of the Foreign Exchange Management Act, 1999 (FEMA), the Companies Act, 1956 and all other applicable rules, regulations, guidelines and laws (including any amendment thereto or re-enactment thereof for the time being in force) and subject to approvals(s) and/or permission(s) and/or sanction(s) of the Central Government, Reserve Bank of India and the other regulatory bodies, if required and subject to such conditions as may be prescribed by any of the concerned authorities while granting such approval(s), permission(s) and sanction(s), which the Board of Directors of the Company (hereinafter referred to as “the Board”) is hereby authorised to accept, and in supercession of the earlier Special Resolution passed at the 70th  Annual General Meeting of the Company held on August 20, 2001 in that regard, the consent of the Company be and is hereby accorded for investment by Foreign Institutional Investors including their sub-accounts (hereinafter referred to as “FIIs”), in the equity share capital of the Company, either by direct investment or by the purchase or acquisition from the market under Portfolio Investment Scheme under FEMA, subject to the condition that the total holding of all FIIs put together shall not exceed 74% of the paid up equity share capital of the Company.”

“RESOLVED FIRTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things and execute all documents or writings as may be necessary, proper or expedient for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto.”

 

Investment by FIIs increase in investment ceiling under PIS