RoI were staggering at 131 for seven in reply to UP's first innings score of 148 all out. S Badrinath (35, 7 x 4) and L Balaji (0) were at the crease when stumps were drawn.
Comfortably placed at 46 for no loss at tea, RoI collapsed due to poor shot selection and lack of application by the batsmen, losing seven wickets in a single session. Besides Badrinath, only skipper Wasim Jaffer had something to write home about with a score of 45.
UP fielded brilliantly, with Shivakant Shukla, who top-scored with 52 in the UP innings, took three stunning catches at gully and also helped run out Murali Karthik. Left arm medium pacer Shalabh Shrivastava and all-rounder Praveen Kumar snared three wickets each.
Earlier, RoI bundled out UP for a meagre 148 just within an hour after lunch as Zaheer Khan and L Balaji ripped through the line-up, snaring four wickets each. Zaheer had figures of 4 for 46, and Balaji 4 for 29.
UP elected to bat after winning the toss and raised hopes with a good beginning, but were in trouble by lunch, losing 5 wickets for 115 in the 34 overs bowled in the first session. They lost the remaining five wickets in 53 minutes after lunch, adding only 33 to the tally.
Praveen Kumar and Shivakant Shukla began well for UP, indulging in gusty stroke-play as Zaheer and V R V Singh remained wayward in their first spell. Kumar notched up 42 (55 b, 6x4, 1x6) before L Balaji got him out to give RoI their first breakthrough.
Murali Karthik snapped the prize wickets of Ravikant Shukla and Shivakant Shukla, ending with figures of 2 for 23 in 8 overs.
Shivakant was the top-scorer for UP, scoring 52 off 87 balls with nine hits to the fence. RoI wicket-keeper Dinesh Karthik had a good outing, snapping up three catches behind the stumps.
ROI gains lead: Tamil Nadu batsman Badrinath's (60) patient knock helped ROI take marginal lead over Ranji champions UP in the pre-lunch session of the second days play here at VCA grounds in Nagpur.
RoI were 178 for nine in reply to the Ranji champion's first innings score of 148 . S Badrinath (64) and P Ojha (1) were at the crease. UP paceman Srivastava,, who had a good day yesterday, sent packing Balaji (15) and V R V Singh (0) in successive balls at the score of 155.
Brief Scores: Uttar Pradesh Ist innings 143 all out ( Shivakant Shukla 57, Praveen Kumar 42; L Balaji 4 for 29, Zaheer Khan, M Karthik 2 for 23) vs Rest of India Ist innings 131/7 ( Wasim Jaffer 45, S Badrinath 35 not out; S Srivastava 3 for 42, Praveen Kumar 3 for 36)