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Corporate Announcement

Security Code : 519479    Company : OMEAG    
 
Outcome of Board Meeting 31 May 2011 17:28
Omega Ag-Seeds Punjab Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 28, 2011, inter alia, has transacted the following:

1. Mr. N.V.R. Mohan Rao has acquired controlling stake in the company viz. Omega AG-Seeds (Punjab) Ltd., through Share Purchase Agreement dated February 05, 2011 and also complied with SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997. As part of such compliance, an open offer was also given by him to the share holders of Omega AG-Seeds (Punjab) Ltd., for acquisition of 32% stake. The open offer was closed on April 18, 2011.

Pursuant to the takeover of controlling state in the Company viz. Omega Ag-Seeds Punjab Ltd., as stated above, Mr. N.V.R. Mohan Rao has been appointed as a promoter Director of the Company.

2. Pursuant to the takeover of the Company, Mr. Rakesh Jain has been appointed as an Independent Director of the Company.

3. Pursuant to the takeover, Mr. P. Obul Reddy has been appointed as an Independent Director of the company.

4. Pursuant to the takeover, Mr. Venkata Raghunadh Nerella has been appointed as Promoter Director of the company.

5. Pursuant to the takeover of controlling stake by Acquirer Mr. N.V.R. Mohan Rao, the resignation of two Directors viz. Mr. Sitaram D. Chawan and Mr. Jitesh N. Bagdai have been accepted by the Board of Directors. Resignation of Compliance Officer Mr. Mayur M. Parekh has also been accepted by the Board of Directors.

Pursuant to the resignation of Mr. Mayur M. Parekh as a Compliance Officer, Mr. N.V.R. Mohan Rao, Director of the Company has been appointed as Compliance Officer with immediate effect.

6. Pursuant to open offer which was closed on April 18, 2011, transfer of 55200 Equity Shares in physical form which have been offered by Share Holders for sale, has been approved by the Board of Directors.

7. Pursuant to the takeover, the Board has approved the reconstitution of the following committees:

a. Audit Committee.
b. Share Transfer Committee.
c. Remuneration Committee.
d. Investor Grievance Committee

8. Mr. N.V.R. Mohan Rao has acquired controlling stake from the erstwhile promoters through Share Purchase Agreement and open offer and accordingly Shares in Demat Form have been transferred in the name of Mr. N.V.R. Mohan Rao. The Board of Directors of the company have taken note of the same by recording their approval for the said transfer.

9. Pursuant to the takeover of controlling stake of the Company by Mr. N.V.R. Mohan Rao in accordance with SEBI
(Substantial Acquisition of Shares and Takeover) Regulations, 1997, the transfer of control and management of the Company, to Mr. N.V.R. Mohan Rao has been approved by the Board of Directors.

10. As a consequence of takeover of controlling stake of the Company, by Mr. N.V.R. Mohan Rao in accordance with SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997, the Board of Directors have decided to convene the Extra Ordinary General Meeting of the company on August 01, 2011 and Mr. P. Obul Reddy has been authorized to take necessary steps to convene and hold the meeting.

11 .The Board has approved opening of Bank Account of the Company in Hyderabad and Mr. N.V.R. Mohan Rao is authorized to take necessary steps in the matter.
 

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