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| Exchange Disseminated Time | Cyber Media India Ltd has informed BSE that the members of the Company, by way of Postal Ballot, will consider to approve, the following special resolutions:
1. To Re-appoint Mr. Pradeep Gupta, Chairman and Managing Director as the Chairman and Managing Director of the Company, for a term of three years, with effect from March 01, 2007, on remuneration, terms and conditions.
2. To Re-appoint Mr. Shyam Malhotra and Mr. Krishan Kant Tulshan, Executive Directors, as an Executive Directors of the Company, for a term of three years, with effect from March 01, 2007 on remuneration, terms and conditions.
3. Increase in the Authorised Share Capital of the Company from the existing Rs 11,00,00,000/- dividend into 1,10,00,000 equity shares of Rs 10/- each to Rs 12,50,00,000/- divided into 1,25,00,000 equity shares of Rs 10/- each, ranking pari-passu with the existing shares in the Company & consequential amendments in the Memorandum of Association of the Company.
4. To amend the Articles of Association of the Company by inserting the following clause as Clause 3(c):
"Subject to the provisions of Section 81 (1A) of the Act, SEBI (Disclosure and Investor Protection) Guidelines, 2000, provisions of these articles and such other rules, procedures and guidelines as may be applicable, any preferential issue of warrants / fully convertible debentures / partly convertible debentures or any other financial instruments, by the Company, which would be converted into or exchanged with equity shares at a later date, shall be under the control of the Board which may allot or otherwise dispose of the same to such persons on such terms and conditions and at such times, either at par or at a premium and for such consideration as the Board thinks fit.
5. To create, issue, offer and allot 10,00,124 warrants convertible, at the option of the warrant holder, within an aggregate time period of 18 months from the date of allotment of warrants, into an equal number of equity shares of Rs 10/- each, at a price as determined in accordance with the SEBI (Disclosure and Investor Protection) Guidelines 2000 on the relevant date being the date 30 days before the date of declaration of the postal ballot, to the promoters, on preferential basis, as the board may in its absolute discretion decide, in one or more tranches and on such terms and conditions, as the board considers fit, subject to necessary terms and conditions.
The Company has appointed Mr. Sanjay Grover (FCA, FCS), Practicing Company Secretary as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
The Postal Ballot form duly completed should reach the Scrutinizer not later than the close of working hours on June 14, 2007. The Scrutinizer will submit his report to the Chairman of the Company after the completion of the scrutiny of the postal ballots. The results will be announced by the Chairman or in his absence, by any Director of the Company on June 15, 2007. |
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