Vishnu Chemicals EGM notice

Vishnu Chemicals Ltd has informed that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on December 19, 2007, inter alia, to transact the following business:

1.(a) The Authorised Share Capital of the Company which is Rs 16,00,00,000 (Rupees Sixteen Crores) divided into 1,60,00,000 (One Crore and Sixty Lakhs) Equity Shares of Rs 10 each be increased to Rs 20,00,00,000 (Rupees Twenty Crores) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs 10 each.

(b) The existing Clause V of the Memorandum of Association of the Company be and is hereby deleted and substituted by the following clause as Clause V

The Authorised Share Capital of the Company is Rs 20,00,00,000 (Rupees Twenty Crores) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs 10 each with power to the Company to increase, reduce or modify the said capital and to divide the shares for the time being of the company into several classes and attach thereto such preferential, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided for by the Articles of Association of the Company.

2.(A) To alter the Main Objects under Part III(A), of the Memorandum of Association of the Company be altered by replacing the existing clauses Nos. 1, 2, 3, 4, 5 and Clause III(C) of Other Objects Clause by inserting with the following new clauses"

III (A): Main Objects

1. To carry on all or any of the business of manufacturers, Producers, Processors refiners, Stockiest, Agents, Importers, (Exporters, Distributors and Dealers in all kinds of Chemicals of different grades, including organic, inorganic petrochemicals. Barium Carbonate, barium Chloride, barium Nitrate, Fertilizers manures, Pesticides, Calcium Carbine, Biomedicines, Ointments, acids toilet requisites, Soaps Detergents, Cosmetics, Perfumes, Dyes, Paints and their by-products of every description, Manufacture of Bulk drugs, vaccines, formulations, medicines, Contract Research Activities and Contract Research and manufacturing Services (CRAMS) etc,

2. To carry on the business of manufacturers, traders, importers; exporters and dealers in India and elsewhere of Salts, Potashes, Alkalies, Tinctures, Acids, Chemicals for drugs. Oils, Essences, Perfumes Paints, Heavy chemicals, and Fine Chemicals, Tannins, Pharmaceutical, Photographical, Sizing- Medicinal Chemicals, Cements, Oils, Paints, Pigments Varnishes, Compounds, Dyestuff, Organic or Inorganic or Mineral intermediates pant and Colour Grinders and of Electrical, Chemical, Photographical Chemicals and Derivatives, by-products and compounds of any nature and kind what-so-ever such as Chrome Chemicals, Bichromate of Soda, Chrome compounds, Bichromate or Potashes, Chromic Acids, and its by products, calcined; Chromium Acid, Lime Chromium Accetates, Chromium Formates, Chromium sulfotyanide, Chromium Nitre Accetates, Chromium Sulfa Accetates, Chromium Lactages, Chromium Nitrates, Sodium Chromium Oxalates, Chromium Sulfor Chromates, Chromium Sulphates, Chromium Chlorides, Chrome Amoniurn Sulphites, Chromium Fluorides, Chromium Zinc, Copperosed Chromsted Zincs, Chromic Acids, Chrome Oxides Gree and other Chrome-derivatives, Sodium Sulphates Anhydrous, Barium Compounds, Chrome derivatives, Yellow Sodium Sulphates, Hydrate, Calcinede, Bauxites, Hydroted, Calcinede, Bauxites, Yellow Chrome pigments, Basic Chromium Sulphate Tanning Agents.

3. To carry on the business of manufactures, dealers, traders, importers, exporters, agents and stockiest of Potassium Bichromate, Sodium Bichromate, Bichromates and permanganate of potash, gloubers, salts and its derivatives and all kinds of Chemicals, Salts, Potashes and by-products and compounds of any nature and kind such as chrome oxide green sodium Chromate, Basic Chromium Sulphate, Sodium Sulphate and all kinds of gaseous, liquid or solid chemicals, Organic, Inorganic dyes, dyestuff and Plastics.

4. To manufacture, process, prepare, preserve, buy and sell and deal whether as wholesalers or retailers or as exporters or importers or as principals or agents in Pharmaceutical formulations, Bio-Pharmaceuticals, Pharmaceutical bulk, Medicines and Consumable provisions of every. description for. human or animal consumption and health care.

5. To manufacture, process, prepare, preserve, buy and sell and deal whether as whole-sellers or retailers or as exporters or importers or a principals or agents in Biotechnological products using DNA Technologies, Gene Technologies, Bio-Informatics and all types of biotechnological. methods, procedures,- Technologies, for Synthesis of all types/varieties, and to act as buyers, seller, wholesaler, distributor, dealer, stockiest manufactures, producer, grower in all kinds or medicines, drugs, vaccines, Chemicals & Consumable Provisions of every description for human or animal or plant consumption.

(B) To alter the other objects Clause under III(C)of the Memorandum of Association of the company by inserting the following new Clauses as Clauses No. 84, 85, 86, 87 after Clause No. 83

84. To purchase, build, sell, develop, take in. exchange or on lease, hire or otherwise, acquire whether for investment or for sale or for lease, for working or developing or disposing or maintaining the same, any real or personal estate including lands, monies, buildings, factories, mills, houses, cottages, shops, deposits, warehouses, machinery, plant, stock in trade, concessions, privileges, licenses, estimates or interest in or with respect to any property or interest in or with respect to any property whatsoever for the purpose of the company in consideration for a gross sum or rent or partly in one way and partly on other of for any consideration .and to build townships, markets, and or buildings, residential and commercial or conveniences thereon and to equip the same or part thereof with all or any amenities or conveniences, drainages and other facilities.

85. To carry on all the business of builders, real estate-developers, contractors, subcontractors, dealers and by advancing money to and enter into contracts and arrangements of all kinds with builders, tenants, occupies and others, land developments, services apartments, services plots, constructions of residential and commercial premises including business centers and offices, securing lands, Private or Government for formation and development of town ships and to deal in and act as agents for lands, buildings, factories houses, flats and other residential and commercial plots and construct / maintain and alter residential, commercial industrial plots and properties and sale or lease them out by providing will all modern amenities end development thereof and securing capital, funds and raising loans for construction and advancing to other organisation for similar purposes.

86. To provide City and region level urban infrastructure facilities, to lay-out develop construct, build, acquire, erect, demolish, re-erect alter, modify, repair, re-model or to do any other work in connection with any building or building works, roads, highways, bridges, sewers, canals, well, dams, power plants, reservoirs, tramways, railways, sanitary, water, gas, electric lights, telephonic and telegraphic works and such purposes to prepare in designing, estimating, planning, modeling, etc.

87. To carry on the business of construction, builders, contractors, engineers, colonizes town planners, surveyors, values, appraisers, decorators, furnishers, manufacturers of prefabricated and precasted houses and to acts agents and contractors for the purposes of real estates, residential complexes / flats / enclave / commercial complexes / multistoried building etc, and to carry on all types of construction activities and act as consultants, advisors, technical consultants, collaborators, designers and architects for all kinds of construction activities in India and abroad and to undertake all civil, mechanical, electrical works all types of infrastructure facilities like BOO (Build, Operate, Own and Transfer), BOT (Built, Operate and-Transfer), BOLT (Build, Operate, Lease and Transfer), BOO (Built, Operate and Own) in India or abroad either or its own or with joint venture with any other India or Foreign participant.

3. For borrowing from Banks, Financial Institutions (FIs), Foreign Institutional Investors (FII), Overseas Corporate Bodies (OCBs), External Commercial Borrowings (ECB) Global Depository Receipts (GDRs) / Foreign Currency Convertible Bonds (FCCB) and all other foreign loans up to a sum not exceeding Rs 200 Crores not withstanding that the money's to be borrowed together with the money already borrowed by the company (apart from such temporary loans obtained or to be obtained from the company's bankers like working capital loans etc.) 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, subject to necessary provisions & approvals.

4. To issue up to [_] Equity Shares of Rs [10/-] each for cash at such premium in accordance Chapter XIII of SEBI Guidelines, aggregating to Rs [*] in face value to individuals, Companies, banks, financial institutions, employees, QIBs, NRIs, FIIs and other persons, whether resident in India or otherwise and whether they are members or promoters of the Company, as may be decided by the Board of Directors in consultation with its merchant bankers, subject to necessary provisions & approvals.

Further the Company has informed that, the item No 1 to 3 of the notice are proposed to be transacted through Postal Ballot:

The Company has appointed Shri. L Dhanamjay Reddy, Practising Company Secretary, based at Hyderabad, as Scrutinizer for conducting Postal Ballot process in a fair & transparent manner.

The Postal Ballot forms duly completed should reach the Scrutinizer on or before December 17, 2007. The Scrutinizer will submit his report to the Chairman after completion of the scrutiny & the results of the Postal Ballot will be declared on December 19, 2007. The result of the Postal Ballot will be confirmed at this EGM.