Prajay Engineers EGM

Prajay Engineers Syndicate Ltd has informed that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on December 24, 2007, inter alia, to transact the following business:

1. To increase the Authorized Share Capital of the Company from Rs 40,00,00,000 (Rupees Forty cores) divided into 4,00,00,000 (Four Crores) equity shares of Rs 10/- (Rupees Ten only) each to Rs 50,00,00,000 (Rupees Fifty crores) divided into 5,00,00,000 (Five crores) equity shares of Rs 10/- (Rupees Ten only) each & consequential amendments in the Memorandum & Articles of Association of the Company.

2. To create, offer, issue and allot in one or more tranches, in the course of domestic / international offerings to Domestic / Foreign Investors / Institutional Investors / Foreign Institutional Investors, Trusts, Mutual Funds, Banks, Financial Institutions, Insurance Companies, Pension Funds, retail public or otherwise, whether Members of the Company or not, such number of Global Depository Receipts (GDAs) or / American Depository Receipts (ADRs), Qualified Institutional Placements (QIPs) with or without green shoe option, Equity shares and / or Equity shares (through Depository Receipt Mechanism or directly to investors) and / or any other financial instruments convertible into Equity Shares or otherwise, in registered or bearer form and / or any security convertible into Equity Shares, securities, linked to Equity shares and / or securities with or without detachable warrants with right exercisable by the warrant holders to convert or subscribe to Equity Shares ("Securities") or any combination of Securities secured or unsecured, whether listed on any stock exchange inside India or any international stock exchange outside India, through Public Issue(s) of prospectus, private placement(s), or such other combination thereof, as the Board in its sole discretion may at any time or times hereafter decide, for an amount not exceeding US$ 50 million (Equivalent to about Rs 200 crores) or equivalent in any other foreign currency, inclusive of such premium as may be decided from time to time, subject to necessary provisions & approvals.

3. To create, offer, issue and allot at any time to or for the benefit of such person (s) who are in permanent employment of the Company, including Directors of the Company, whether whole time or not, whether working in India or out of India under a Scheme titled "PRAJAY ENGINEERS EMPLOYEE STOCK OPTION SCHEME" ("PEESOS") or such other name as may deem proper, such number of equity shares and / or equity linked Instruments (including Options) and / or any other instrument or securities ("Securities") of the Company which may result into the issue of equity shares not exceeding 10% of the paid-up capital of the Company of the face value of Rs 10/- each, at such price, in one or more tranches and on such terms and conditions as may be fixed or determined by the Board in accordance with the applicable provisions of the law or guidelines as may be prevailing at that time, subject to necessary provisions & approvals.

4. To acquire, by way of subscription, purchase or otherwise the securities of any other bodies corporate for an amount not exceeding Rs 500.00 crores, (Rupees Five Hundred crores only), not withstanding the fact that such investment together with all other investment made by the Company exceeds 60% of the paid-up share capital and free reserves of the Company or 100% of the free reserves of the Company whichever is higher, subject to necessary provisions & approvals.