Mar 22, 2008

Allied Digital - Notice of Postal Ballot

Allied Digital Services Ltd has informed that the members of the Company will consider to approve by way of Postal Ballot the following Resolutions:

1. To borrow any sum or sums of money, from time to time at their discretion, for the purpose of the business of the Company, up to a limit not exceeding in the aggregate Rs 750 Cr. (Rupees: Seven Hundred Fifty Crores only) from any one or more Banks, Financial / Investment Institutions and other persons, firms, bodies corporate, foreign investors (on a private placement basis or through a public offering) notwithstanding that the money to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the bankers of the Company in the ordinary course of Business) will exceed the aggregate of the paid-up capital of the Company and its free reserves (that is to say, reserves not set apart for any specific purpose) and that the Board of Directors be and is hereby empowered and authorised to arrange or fix the terms and conditions of all such monies to be borrowed from time to time as to interest, repayment, security or otherwise as they may, in their absolute discretion, think fit, subject to necessary provisions & approvals.

2. To increase the Authorised Share Capital of the Company from Rs 20,00,00,000/- to Rs 25,00,00,000/- & consequential amendment in the Memorandum of Association of the Company.

3. To issue, offer and allot pursuant to international / domestic offerings in one or more foreign markets, Foreign Currency Convertible Bonds ("FCCBs"), convertible into depository receipts with underlying equity share / equity shares, Global Depository Receipts ("GDRs"), American Depository Receipts ("ADRs"), convertible into Equity Shares or any other financial instrument (OFIs) (Issuable Securities) secured or unsecured, in one or more tranche(s), for an aggregate sum of up to US $ 100 millions including Green Shoe Option, if any or its equivalent, of incremental funds for the Company, at such price or prices, at a discount or premium to the market price or prices in such manner and on such terms and conditions including security, rate of interest, conversion period etc., as may be decided by and deemed appropriate by the Board in its absolute discretion including the discretion to determine the categories of Investors to whom the offer, issue and allotment to be made to the exclusion of all other categories of Investors at the time of such issue and allotment considering the prevailing market conditions and other relevant factors wherever necessary in consultation with the lead managers or any other advisors, as the Board in its absolute discretion may deem fit and appropriate, directly to foreign / non-resident investors (where the institutions, bodies-corporate, Trust, Foreign Banks, Financial Institutions, Foreign Institutional Investors, Mutual Funds, Companies, Other Corporate Bodies, Residents / Non-Resident Indians, Foreign Nationals whether or not such investors are members, promoters, directors, or their relatives / associates, of the company and other eligible investors as may be decided by the Board or a Committee thereof appointed for such purpose, "Investors") in international / domestic offerings by way of public issue and / or on a private placement basis or a combination thereof, subject to necessary provisions & approvals.

4. To create, offer, issue and allot at any time to or to the benefit of such person(s) who are in permanent employment of the Company, including any Director of the Company, whether whole time or otherwise, options exercisable into not more than 5,00,000 shares of the paid up Equity Share Capital of the Company under Employee Stock Option Scheme 2007 ("ESOP 2007") of the Company framed prior to its Initial Public Offer (IPO) and prior to the listing of its equity shares, in one or more tranches, and on such terms and conditions as may be fixed or determined by the Board in accordance with the provisions of the law or guidelines issued by the relevant Authority; each option would be exercisable for one Equity share of a face value of Rs 10 each fully paid-up on payment of the requisite exercise price to the Company, subject to necessary provisions & approvals.

The Board of Directors of the Company at its meeting held on March 11, 2008 has appointed Mr. Pramod S Shah, Proprietor of "Pramod S Shah & Associates" as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

The Postal Ballot form duly completed should reach the scrutinizer before the closing working hours on April 16, 2008. The scrutinizer will submit his report after completion of the scrutiny and the result of the postal ballot will be announced on April 18, 2008.