Heritage Foods EGM outcome

Heritage Foods India Ltd has informed that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on November 28, 2007, inter alia, to transact the following business:

1. To create, offer, issue, allot and deliver in one or more trenches on a preferential basis to the promoters (which term shall include directors, promoter directors, their families, relatives, friends and associates) and / or non promoters, and to such other persons as may be considered expedient not exceeding 8,00,000 (Eight Lakhs only) Share warrants, each warrant convertible into one equity share of the Company, of the face value of Rs 10/- each, for cash, which upon conversion shall rank pari-passu in all respects with the existing equity shares of the Company, in such form and manner and upon such terms and conditions as the Board may in its absolute discretion deem fit, at a price of Rs 256/- being a price not lower than the price as arrived in accordance with the terms of Chapter XIII of SEBI (Disclosure and Investor Protection) Guidelines, 2000, subject to necessary provisions & approvals.

2. To alter the existing Clause V of the Memorandum of Association of the Company relating to Share Capital and to substitute the following clause:

V. The Authorised Share Capital of the Company is Rs 15,00,00,000 (Rupees Fifteen Crores only) divided into 1,30,00,000 (One Crore Thirty Laths) Equity Shares of Rs 10 (Rupees ten only) each and 20,00,000 (Twenty Laths) Preference Shares of Rs 10 (Rupees Ten only) each in respect of which the Company has powers to consolidate, convert, subdivide, reduce or increase the capital and to issue any new shares with any preferential or special rights and conditions attached thereto subject to provisions of the Companies Act, 1956".

3. To alter the existing Article 5 and clause (B) of Article 6 of the Articles of Association of the Company relating to Share Capital and substituting the clauses and new clause (C) and inserting after clause (B) of Article 6 of the Articles of Association of the Company.

"5. The Authorised Share Capital of the Company is Rs 15,00,00,000 (Rupees Fifteen Crores only) divided into 1,30,00,000 (One Crore Thirty Lakhs) Equity shares of Rs 10 (Rupees Ten only) each and 20,00,000 (Twenty Lakhs) Preference shares of Rs 10 (Rupees ten only) each."

4. To create, offer, issue, allot and deliver, on such occasion or occasions, in one or more tranches, not more than 19,00,000 (Nineteen Lakhs Only) equity shares or such other securities (other than warrants) convertible into equity shares of Rs 10/- each on such terms and conditions as may be determined by the Board, to Qualified Institutional Buyers (QIBs) as defined under Clause 2.2.2B(v) of SEBI (DIP) Guidelines, pursuant to Chapter XIII A of SEBI (DIP) Guidelines, at a price, as the Board may decide, provided that the price paid by each investor shall not be less than the price arrived in accordance with provisions of Clause 13A.3 of Chapter XIIIA of the SEBI (DIP) Guidelines, subject to necessary provisions & approvals.