Mar 13, 2008

Berger Paints - Notice of Postal Ballot

Berger Paints India Ltd has informed that the members of the Company will consider to approve by way of Postal Ballot the following Resolutions:

1. To create, issue, offer and allot on preferential basis, to select members of the promoters (as defined under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997), any member of the promoter group and / or their nominees ("the Allottees") up to 20,000,000 (twenty million) warrants (Equity Warrants) from time to time, in one or more tranches, with a right exercisable by the warrant holder(s) to subscribe to the equity shares of the Company, and for allotment of equity shares on exercise of such Equity Warrants, each such Equity Warrant being exercisable at the option of the holder, and pursuant thereto being allotted, one fully paid up equity share of Rs 2 each, at an exercise price ("the Exercise Price") (including premium, if any) not lower than the minimum price specified as per SEBI Guidelines fur Preferential Issue (Chapter XIII of the Securities and Exchange Board of India Disclosure and Investor Protection) Guidelines 2000, as amended), subject to the necessary terms and conditions.

2. To increase the Authorized Capital of the Company from Rs 650,000,000 divided into 325,000,000 Ordinary (Equity) Shares of Rs 2/- (Rupees Two) each to Rs 750,000,000 divided into 375,000,000 Ordinary (Equity) Shares of Rs 2/ (Rupees Two) each., and consequential amendments in the Memorandum & Articles of Association of the Company.

The Board of Directors has appointed Mr. S M Gupta, F.C.S of S M Gupta and Co., Company Secretaries, 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 close of business hours on or before April 07, 2008. The scrutinizer will submit his report to the Chairman after completion of the scrutiny and the results of the postal ballot will be announced by the Chairman or by the Managing Director or any other Director on April 11, 2008.