Network 18 Fincap

Network 18 Fincap Ltd has informed that the members of the Company will consider to approve by way of Postal ballot the following Ordinary / Special Resolutions:

1. Pursuant to the Section 293(1)(a) of the Companies Act, 1956, for transfer of the Studio 18 Undertaking of the Company comprising of the business of film production, distribution, marketing, acquisition of worldwide distribution rights, to MTV Networks India Pvt Ltd as a slump sale on a going concern basis under a Business transfer Agreement executed between your Company and MTV Networks India Pvt Ltd on September 15, 2007, on such terms and conditions as decided by the Boards of Directors ("the Board" which term shall include any Committee thereof) and contained in the Business Transfer Agreement.

2. Pursuant to the provisions of Section 21 and other applicable provisions of the Companies Act, 1956 (including any statutory modifications or re-enactment thereof for the time being in force) or any other law for the time being in force and subject to the approval of the Central Government, Reserve Bank of India or any other authority as may be required, the name of the Company be changed from 'Network 18 Fincap Ltd' to 'Network 18 Media & Investments Ltd' and accordingly, the name Network 18 Fincap Ltd wherever it occurs in the Memorandum and Articles of Association of the Company be substituted by new name i.e. Network 18 Media & Investments Ltd.

3. Alteration of the existing Object clause of the Memorandum of Association of the Company in the following manner:

The following new clause (5A to 5F) be inserted after the clause (5) under the Main Object clause of the Company, i.e. as Clause III A of the Memorandum of Association.

5A. To carry on the business in India and abroad as Professional Conference Organisers (PCO), to conduct business of conferences, Exhibitions, Seminars and conversions for self and other(s) and to provide support services for organizing the said business and to acquire, purchase, sale, import or export, let on hire, install for that purposes various things, equipments and systems, viz, Exhibitions display panels & boar, Audio-Visual systems, conference kits, guides, Transport and traveling equipments & vehicles or any other device or systems to execute the said business.

5B. To carry on the business of consultancy as professional exhibitions and conference organizers both in India and abroad.

5C. To organize any Event or to manage any type of event in India or abroad for self or for others and to provide all kinds of services for the facilitation of such Event.

5D. To prepare, develop, design and manufacture novelties and advertising material for business of advertisers and to purchase, take on lease, hire, give or otherwise acquire conversion centers, halls exhibition sites, equipments & materials of all types in connection with the business of the company as referred to in sub-clause (5A) to (5C)
above.

5E. To undertake travel, transport, designing or printing in connection with the business of the company as referred to in sub clause (5A) to (5C) above.

5F. To organize stage shows, cultural programs dancing floors, film shows, and other entertainment activities, subject to necessary provisions & approvals.

4. For cancellation of 2,968,424 un-granted options under the various ESOP Plans (previously approved by the Company) as detailed in the Explanatory Statement and effective from the date of approval of the resolution by the Company, subject to necessary provisions & approvals.

5. To offer, grant and issue in one or more tranches an aggregate of 2,968,424 options, to such employees of the Company, whether working in India or out of India and Directors the Company whether Whole-time Directors or otherwise ("Employees"), as may be decided by the Board under the 'Network 18 Employees Stock Option Plan 2007 ("ESOP 2007" or "Scheme") of the Company on such terms and conditions as determined by the Board in accordance with the Guidelines or other applicable provisions of any law as may be prevailing at that time. Each option shall be exercisable for one Equity Share of Rs 5/- each fully paid up on payment for such shares at a price as given in ESOP 2007, subject to necessary provisions & approvals.

6. To offer, grant and issue in one or more tranches an aggregate of 2,968,424 options, to such employees of the Holding and / or Subsidiary Company(ies), whether working in India or out of India and Directors of the Holding and Subsidiary Company whether Whole-time Directors or otherwise ("Employees"), as may be decided by the Board under the 'Network 18 Employees Stock Option Plan 2007' ("ESOP 2007 or Scheme") of the Company on such terms and conditions as determined by the Board in accordance with the Guidelines or other applicable provisions of any law as may be prevailing at that time. Each option shall be exercisable for one Equity Share of Rs 5/ each fully paid up on payment for such shares at a price as given in ESOP 2007, subject to necessary provisions & approvals.

7. To create and offer more than 1% but of the issued capital of the Company to any employee or Director of the Company or employee or director of the subsidiary companies under the Network 18 Employees Stock Option Plan 2007 of the Company under the terms and conditions of the said Plan, subject to necessary provisions & approvals.

The Company has appointed Mr. G N Mehra, Retd (IAS), Former Chief Secretary, U.P., as Scrutinizer for conducting the Postal Ballot process in a fair & transparent manner.

The Postal Ballot formed duly completed should reach the Scrutinizer not later than the close of working hours on October 29, 2007. The Scrutinizer will submit his report to the Company after completion of scrutiny and the result of the Postal Ballot will be announced on October 31, 2007.