Passari Cellulose Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 31, 2008, inter alia, has decided the following:

1. Subject to Approval of Members, decided to raise funds through Rights Issue upto an extent of Rs 10 Crores and decided not to consider the proposal of Private Placement of Shares through preferential allotment route.

2. Noted the request of M/s. Surendra Kumar Surana & Co., Statutory Auditors of the Company for non-reappointment for the ensuing period. Also noted the consent of M/s. Krishnan & Giri, Chartered Accountants for appointment as Statutory Auditors of the Company. However, the same will be subject to the approval of members in the AGM.

3. Approved the shifting of Registered Office from the State of Orissa to the State of Tamil Nadu, subject to the approval of members in AGM.

4. Subject to approval of members, the Board has approved the maintenance of Book of Accounts and other statutory records at Chennai, at a place other than the registered office of the Company.

5. The Board noted the monies received towards the final call notice sent to the share holders. Further the Board had forfeited the Balance 4,89,300 shares from whom the call money had not been received. The Board decided to re-issue these forfeited shares at a later date.

6. Subject to approval of members, approved the amendment to Object Clause of the Memorandum of Association to incorporate the business of manufacturing, distribution and retailing of agro based food products and fast moving ready to eat consumer goods and FMCG products.

7. Decided to increase the Authorised Share Capital from Rs 5 Crores to Rs 10 Crores.

8. Decided to conduct postal ballot process to amend the Memorandum of Association and Articles of Association at the Company. Appointed Mr. Balu Sridhar of M/s. A K Jain & Associates, Company Secretaries, Scrutinizer for carrying out the postal ballot process.

9. Subject to necessary approvals, decided to appoint M/s. Cameo Corporate Services Ltd as Share & Transfer Agents, in the place of M/s. Maheswari Datamatics Pvt. Ltd.