Infomedia India to issue Notice of Postal Ballot for special resolutions

Infomedia India Ltd has announced that the members of the Company will consider to approve the following Ordinary / Special Resolutions by way of Postal Ballot:

1. To sell, lease or otherwise dispose off the whole, or substantially the whole of the undertaking of the company, or where the Company owns more than one undertaking, of the whole, or substantially the whole, of any such undertaking or to create mortgage(s), charge(s), hypothecation and / or floating charge(s) on all or any of the immovable and movable assets / properties of the Company, present and future, of every nature and kind whatsoever, and the undertaking of the Company in certain events, to secure Term Loans / Working Capital facilities / External Commercial Borrowings / Debentures etc, the aggregate of which shall not, at any time, exceed the limit of Rs 1,00,00,00,000/- from Financial Institutions / Banks and other agencies / parties with interest additional interest, liquidated damages, commitment charges, premia on prepayment or on redemption, costs, charges already created or to be created in future by the Company, subject to necessary provisions and approvals.

2. To ratify the aggregate amount of investments made in the following companies / mutual funds upto the date of this notice, as also accord consent to the Board to acquire from time to time by way of subscription, purchase or otherwise, shares and / or securities in the following companies and / or units in mutual fund schemes, to an aggregate amount of Rs 120,00,00,000/-.

Details of Investments:
- In the Subsidiary Company(ies) / bodies corporate namely:
(a) Cepha Imaging Pvt Ltd (b) Keyword Group Ltd (UK), (c) American Devices (India) Pvt Ltd, (d) Software Services LC (USA) - Equity Shares (nature of security); Rs 90.00 Crores (consideration).

- In Joint Venture Company namely Reed Infomedia India Pvt Ltd - Equity Shares (nature of security); Rs 2.00 Crores (consideration).

- In Mutual Funds Schemes including Reliance Income Fund - Retail Plan - Growth Plan - Units of Schemes (nature of security); Rs 28.00 Crores (consideration).

notwithstanding that the aggregate of the loans and investments so far made in or to be made in and the guarantees so far given or to be given and the securities so far provided and / or to be provided to all bodies corporate, along with the aforesaid investments, may exceed sixty percent of the Company’s paid-up share capital and free reserves, or one hundred percent of its free reserves, whichever is more, subject to necessary provisions and approvals.

The Company has appointed Mr Narayan Rathi, Partner of M/s Rathi & Associates, Company Secretaries, Mumbai, as the scrutinizer for conducting the postal ballot voting 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 December 11, 2006. The scrutinizer, after completion of scrutiny, will submit his report to the Chairperson of the Company. The results of Postal Ballot will be declared by the Chairperson or the Managing Director of the Company on December 13, 2006. In the event of the draft resolution is assented to by requisite majority of Members by means of postal ballot, the date of declaration of result shall be deemed to be the date of passing of the said resolution.

Source : Equity Bulls

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