KWALITY DAIRY (INDIA) LIMITED

KWALITY DAIRY (INDIA) LIMITED Corporate office: F-82, Shivaji Place, Rajouri Garden, New Delhi- 110027 Board: 47006500 ( IOOLines) Fax: 47006565 Website: www.kdil.in E-mail :info@kdil.in To The Members, NOTICE Notice is hereby given that the Company is seeking consent of its Members, pursuant to the provisions of Section 192A of the Companies Act, 1956, read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, by passing resolution through Postal Ballot in respect of the following businesses: 1. Alteration of Articles of Association: To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of section 31 and other applicable provisions, if any, of the Companies Act, 1956 including any statutory modification(s) or re - enactment thereof, for the time being in force, the Articles of Association of the Company be and is hereby altered by inserting the following proviso to the existing Article 136 of the Articles of Association: 'Provided that allotment or distribution of shares/debentures, debenture stock shall not be made to those shareholders who furnish to the Company an advance written intimation waiving their entitlement to receive such allotment or distribution of shares credited as fully paid-up pursuant to this Article, and accordingly the corresponding amount shall not be capitalized.' RESOLVED FURTHER THAT the for the purpose of giving effect to this resolution, Mr. Sanjay Dhingra, Managing Director of the Company and/or Ms. Pooja Gupta Company Secretary of the Company be and is/are jointly or severally hereby authorized to do all such acts, deeds, matters and things and execute all such documents, instruments and writings, as may in its sole and absolute discretion, deem necessary, expedient, usual or proper and to settle any question, doubt or difficulty that may arise in this regard or any other matter incidental or consequential thereto." 2. Issue of Bonus Equity Shares To consider and if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution: "RESOLVED THAT in accordance with the relevant provisions of the Companies Act, 1956, Articles of Association of the Company (being amended as per the resolution of Item No.1 of this Notice) and subject to the applicable regulations / guidelines/ approvals issued by Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI) and of any other appropriate authority, as may be necessary and further to such terms, conditions, alterations, modifications, changes and variations as may be specified while according such approvals, if any, and subject to the intimation received from the members (who are categorized as promoters as per SEBI Regulations) to waive their entitlement to Bonus Shares, the consent of the members be and is hereby accorded to issue and allot 2,11,86,428 equity shares of Rs. 1 (Rupees one only) each as Bonus shares credited as fully paid up by capitalization of Rs. 2,11,86,428 (Two Crore Eleven lacs eighty six thousand four hundred twenty eight only) standing to the credit of the Company's Reserves & Surplus Account and lor such other permissible account to the existing shareholders of the Company (except to the shareholders belonging to the Promoter and Promoter Group) in the proportion of 5 (five) new equity share of Rs. 1 (Rupees One Only) each for every 7 (seven) equity share of Rs. 1 (Rupees One Only) each held as on such Record date as may be fixed by the Board of Directors of the Company. RESOLVED FURTHER THAT the Equity Shares to be allotted as Bonus Shares shall rank pari-passu in all respects and carry the same rights as the then existing Equity Shares of the Company. RESOLVED FURTHER THAT no Bonus Shares to be issued to the-members, in respective of their fractional entitlement; if any. The Board of Director of the Company shall, instead consolidate all such fractional entitlements and thereupon issue and allot Bonus Shares in lieu thereof to any director(s) or officer(s) of the Company who shall hold the shares in trust on behalf of the Members entitled to the fractional entitlements with the express understanding that such director(s) or officer shall., Regd. Office &Works: Village Softa, Tehsil Palwal, District Palwal, Haryana. Phone: 0129-2205323 Fax: 0129-2205085

sell the same at such times and at such price or prices, as they deem fit and pay to the Company the netsale proceeds to the Members in proportion to the their respective fractional entitlements. RESOLVED FURTHER THAT the for the purpose of giving effect to this resolution, Mr. Sanjay Dhingra, Managing Director of the Company and/or Ms. Pooja Gupta Company Secretary of the Company be and is/are jointly or severally hereby authorized to do all such acts, deeds, matters and things and execute all such documents, instruments and writings, as may in its sole and absolute discretion, deem necessary, expedient, usual or proper and to settle any question, doubt or difficulty that may arise with regard to the issue and allotment of Bonus Shares as aforesaid or any other matter incidental or consequential thereto." 3. INCREASE IN MANAGERIAL REMUNERATION To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309 & 310 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 and rules and regulations made there under (including any statutory modifications or re-enactment thereof, for the time being in force), Articles of Association of the Company and subject to approval of the Central Government, if required, consent of shareholders be and is hereby accorded for the revision in Remuneration payable to Mr. Sanjay Dhingra, Managing Director of the Company for remaining period of his appointment i.e. 14th July 2013 as mentioned in the Explanatory Statement annexed herewith, in terms of salary, allowance and perquisites and other Terms & Conditions with liberty to the Board of Directors which include Remuneration committee to alter and very the said remuneration in such form and manner or with such modifications as the Board may deem fit and as agreed by Mr. Sanjay Dhingra.. RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary or desirable to give effect to this Resolution. Date: 19.04.2010 Place: New Delhi By Order o For Kwality Dairy (I Notes: 1. An Explanatory Statement pursuant to Section 173(2) read with Section 192A of the Companies Act, 1956 in respect of the business under Item Nos.1 to 3, is annexed hereto. 2. The Board of Directors has appointed Mr. Vishal Rai, Company Secretary in practice as Scrutinizer to conduct the voting through postal ballot, in a fair and transparent manner and to receive and scrutinize the complete ballot forms from the members. 3. A Member desiring to exercise vote by Postal ~allot may complete the enclosed Postal Ballot Form and send it to the Scrutinizer in the enclosed self addressed Business Reply Envelope. Postage will be borne and paid by the Company. However, envelopes containing Postal Ballots, if sent by courier or by Registered Post at the expense of the Members will also be accepted. The envelope containing the Postal Ballot should reach the Scrutinizer not later than the close of working hours on Wednesday zs'' May, 2010. 4. The result of the Postal Ballot shall be announced by the Managing Director on Friday zs" May 2010 at 4.30 P.M at the Registered Office of the Company at Village Softa, Tehsil Palwal, Distt. Faridabad, Haryana - 121004 and the resolutions will be taken as passed effectively on the date of announcement of the result by the Chairman or such other authorised person in his behalf, if the result of the Postal Ballot indicates that the requisite majority of the Shareholders had assented to the resolution. Members who wish to be present at the time of declaration of the result may be so at the venue. 5. A copy of all relevant documents are open for inspection at the Registered Office of the Company on all working days, except holidays, between 11.00 A.M and 1.00 P.M up to the date of declaration of the results of Postal Ballots.

6. Members are requested to carefully read the instructions printed on the back of the Postal Ballot Form before exercising their vote. EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 Item 1: The existing article no. 136 provides, inter alia, for Capitalization of Reserves of the Company for distribution of fully paid up shares to its Members. It is proposed to amend the said article by insertion of new proviso for enabling the company, inter alia, to issue and allot Bonus shares by capitalization of Reserves, to its shareholders excluding those shareholders who furnish to the Company written intimation waiving their entitlement to such distributionor allotment of fully paid up shares. The Board has been intimated by the promoters that in the larger interest in the Company and all its members, they have agreed to waive their right to receive Bonus shares to which they would be entitled in terms of the resolution at item number 2 of this Notice. Pursuant to the provisions of section 31 of the Companies Act, 1956 any amendment in the Articles of Association requires approval of shareholders by special resolution. The Board of Directors, accordingly, recommends the resolution set out at Item No.1 of the accompanying Notice for the Ballot) Rules, 2001. Mr. Gulshan Dhingra Chairman of the Company and Mr. Sanjay Dhingra Managing Director of the company may be deemed to be concerned or interested in this resolution to the extent of the shares held by them, if any, as promoters of the Company. Other Directors of the company may be deemed to be concerned or interested in this resolution to the extent of the shares held by them, if any. Item No.2 Evaluating the good Turnover and business recorded by the Company in the past years and in order to create long term value for its investor, reward to the public shareholders, the Board of Directors of the Company has approved and recommends, issue and allotment of Bonus shares by capitalization of Reserves and Surplus of the Company. The Promoters of the Company, who collectively hold more than 15 Crores equity shares of Rs. 1 (Rupees One Only) each representing 83.70% of the existing paid up equity share capital of the Company, have in an extraordinary and unprecedented step agreed that they would waive their entitlement to the issue and allotment of Bonus Shares. This would in turn reduce the promoter's share holding to the tune of 74.97%. Keeping in view the aforesaid, the Board of Directors have, at their meeting held on 19.04.2010, decided to issue bonus shares to the equity shareholders (except to the shareholders belonging to the promoter and promoter group) of the Company in the proportion of five new fully paid up equity shares of Rs. 1 (Rupees One Only) each for every seven fully paid equity shares of Rs. 1 (Rupees One Only) each held as on date of record date to be fixed by the Board of Directors. The Board has been intimated by the promoters i.e. Mr. Gulshan Kumar, Mr. Sanjay Dhingra, Mr. Naresh Kumar, Mr. Krishan Kumar that as issuance and allotment of Bonus share is in the long term interest of the Company and its shareholders, they have agreed to waive their rights to receive bonus shares to which they would be entitled. After the allotment of Bonus issue the Shareholding pattern of the Company shall be as under: Category of Investors Pre Bonus Issue Holding Post Bonus Issue Holding Shares % of the Shares % of the Capital (in Crores) Capital (in Crores) Promoter and Promoter Group 152,339,000 83.70 152,339,000 74.97 Public Shareholding 29,661,000 16.30 50,847,429 25.03 Total - 182,000,000 100.00% 203,186,429 100.00% For this purpose, it is proposed to capitalize a sum upto Rs. 2,11,86,428 (Two Crore Eleven lacs eighty six thousand four hundred twenty eight only) standing to the credit of the Company's reserves and to the credit of Profit and Loss Account.

The bonus shares will be allotted on a date to be determined by the Board of Directors subject to SEBI (ICDR) Regulations. The issue of bonus shares requires approval of members. Further, it is necessary to authorize the Board to take all necessary actions and to complete all the regulatory formalities in connection with the Bonus issue. The Bonus Shares, from the date of allotment thereof, shall rank pari-passu in all respect with the existing equity shares of the Company. No Letter of allotment shall be issued in relation to the said Bonus Shares. Instead, Share Certificate will be dispatched to the shareholder who holds the existing share in physical form and the respective beneficiary accounts will be credited for the Bonus Shares, for such shareholders who hold the existing equity shares in dematerialized/ electronic form, within the prescribed period. The Board of Directors, accordingly, recommends the resolution set out at Item No.2 of the accompanying Notice for the Ballot) Rules, 2001 The Directors of the Company may be deemed to be concerned or interested in the resolution' to the extent of the Bonus shares, if any, that may be allotted to them. Item No.3 In view of the overwhelming growth in the Turnover, Profitability and Business of the Company in recent past and the incredible efforts and contribution of Mr. Sanjay Dhingra, Managing Director of the Company towards the same, it is Revised remuneration proposed by the Board of Directors of the Company to revise, his remuneration structure as under:- Structurea} Salary: Not exceeding Rs 2,00,000/- per month (including dearness allowance). b} Allowances and perquisites: In addition to basic salary, the Managing Director will be entitled to allowance and perquisites in the nature of accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house maintenance allowance together with reimbursement of expenses and/or allowance for utilization of gas, electricity, water furnishing and repairs; medical reimbursement; leave travel concession for self and family including dependents; club fees, medical insurance and such other perquisites and/or allowance not exceeding Rs. 4,80,000/- (Rupees Four Lacs Eighty Thousands only) per annum. The said perquisite and allowance shall be evaluated, wherever applicable, as per the provision f Income Tax Act, 1961 or any rules thereunder or any statutory modification(s} or re-enactment thereof; in the absence of any such rules, perquisites and allowances shall be evaluated at actual cost. Other Benefits: The managing Director may also be eligible to the following perquisites, which shall not be included in the computation of the ceiling on remuneration specified above: a. Company's contribution to Provident fund, Superannuation Fund, and Annuity Fund as per rules of the Company to the extent to these rules singly or put together is not taxable under the Income Tax Act, 1961. b. Gratuity as per the rules of the Company. c. Leave with full pay as per the Company's rules. d. Encashrnent of leave at the end of the nature. B} General: (i) The office of Managing Director may be Terminated by the Company or the Concerned Director by giving the 3 (three) months' prior notice in writing. (ii) If in any financial year after the appointment the Company has no profit or its profit are inadequate, the Managing Director shall be entitled to receive the same remuneration, perquisites and benefits as specified in the above clauses, subject to the Compliances with the applicable provision of Schedule XIII of the Companies Act, 1956.

(iii) The aforesaid remuneration and perquisites may be paid as minimum remuneration to Mr. Sanjay Dhingra as Managing Director even in the event of absence or inadequacy of profits in any year during his tenure of appointment. The Board of Directors, accordingly, recommends the resolution set out at Item No.3 of the accompanying Notice for the Ballot) Rules, 2001 Mr. Sanjay Dhingra is interested in the resolution in terms of item number 3 of the Notice, which pertains to revision in his remuneration payable to him. Date: 19.04.2010 Place: New Delhi For Kwality By Order 0 Dairy (In