To receive, consider and adopt the Audited Financial Statements for the financial year ended 31^st March, 2015 together with the Reports of the Board of Directors and Auditors thereon.

To Appoint a Director in place of Mr. Apoorva Shah (DIN: 00573184) who retires by rotation and being eligible offers himself for re-appointment.

To Appoint Statutory Auditors of the Company and Fix their remuneration:

To consider and if thought fit to pass the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Companies (Audit and Auditors) Rules, 2014, (the Rules)(including any statutory modification(s) or reenactments) thereof for the time being in force) NGS & Co. LLP, Chartered Accountants (Registration No. 119850W) who have offered themselves for re-appointment and have confirmed their eligibility to be appointed as Auditors, in terms and provisions of Section 141 of the Act, and Rule 4 of the Rules, be and hereby re-appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration as may be agreed upon by the Board of Directors and the Auditors, in addition to service tax and reimbursement of out of pocket expenses incurred by them in connection with the audit of theAccounts of the Company.”

SPECIAL BUSINESS:

Variation in terms of appointment of Mr. Apoorva Shah, Managing Director (DIN: 00573184)so as to make his office liable to retire by rotation

To consider and if thought fit to pass the following Resolution as an Ordinary Resolution:

“RESOLVED THAT the term of appointment of Mr. Apoorva Shah (DIN: 00573184), appointed as Managing Director in the Annual General Meeting held on 25^th July, 2011, be modified and during the period of his current contract, his office is liable to determination by retirement of directors by rotation as per Section 152(6) of the CompaniesAct, 2013.”

Variation in terms of appointment of Mrs. Alpa Shah, Whole - Time Director (DIN: 00573190) so as to make her office liable to retire by rotation.

To consider and if thought fit to pass the following Resolution as an Ordinary Resolution:

“RESOLVED THAT the term of appointment of Mrs. Alpa Shah (DIN: 00573190), appointed as Whole - Time Director in the Annual General Meeting held on 25^th July, 2011, be modified and during the period of her current contract, her office is liable to determination by retirement of directors by rotation as per Section 152(6) of the CompaniesAct, 2013.”

By the order of the Board of Directors,

For NHC FOODS LIMITED

Registered Office:

Survey No. 777,

Umarsadi Desaiwad Road, At Village Umarsadi,

Taluka Pardi, District Valsad,

Gujarat - 396175