Asian Electronics Outcome of Board Meeting - Nov 27, 2008

Asian Electronics Ltd has informed that the Board of Directors of the Company at its meeting held on November 26, 2008, inter alia, has discussed and approved the following:

1. The issuance of a postal ballot notice for the change in management, in terms of Regulation 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, the Companies Acts 1956, the rules made thereunder and other applicable law, regulations, guidelines, circulars and the like.

2. Subject to the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and other applicable law, regulations, guidelines, circulars and the like the adoption of an Employee Stock Option Scheme (ESOS) and / or an Employee Stock Purchase Scheme (ESPS) for upto 25% of the paid up capital of the Company, the terms of which are to be decided by a Committee of Directors.

3. Subject to the provisions of the Companies Act, 1956, the rules made thereunder, the Securities and Exchange Board of India (Issue of Sweat Equity) Regulations, 2002, the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and other applicable law, regulations, guidelines, circulars and the like; and the approval of the shareholders, the issue of the equity shares representing upto 12% (post allotment) of the fully diluted equity share capital of the Company to Mr. Arun Shah as sweat equity shares (Sweat Equity), the terms of which are to be decided by a Committee of Directors.

4. The Sweat Equity, ESOP and ESPS together shall not exceed 25% of the (post allotment) of the fully diluted equity share capital of the Company. Further, the Committee of Directors may decide to proceed with any one of the Sweat Equity, ESOP or ESPS a combination of them, subject to approval of the shareholders of the Company, the provisions of the Companies Act, 1956, the rules made thereunder, and other applicable law, regulations, guidelines, circulars and the like.

5. To call an extraordinary general meeting of the shareholders of the Company on January 05, 2009 for, inter alia, approval of the above matters.

Asian Electronics - Outcome Of Board Meeting - Nov 06, 2008

Asian Electronics Ltd has informed that the Board of Directors of the Company at its meeting held on November 04, 2008 and November 05, 2008 (due to the adjournment of the meeting on November 04, 2008) and discussed and approved the following:

1. Appointment of Mr. Haresh Desai as additional Director to hold office till the forthcoming Annual General Meeting of the Company. Mr Desai is a Chartered Accountant by profession and partner of A. V. Rajwade & Co., noted Forex and Risk Management Consultants. He shall be an independent Director of the Company.

2. Appointment of Mr. Suhash Tuljapurkar as additional Director to hold office till the forthcoming Annual General Meeting of the Company. He is a partner of Legasis, a noted law firm. He shall be an independent Director of the Company.
3. Resignation of Mr S Padmanabhan, Mr. Sanjay Asher and Mr. Sushil Jiwarajka as Director of the Company.
4. Resignation of Mr. Suresh H Shah as Chairman and Managing Director and as a Director on the Board of the Company, in view of his failing health.

5. Subject to the approval of the shareholders in terms of Regulation 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and other applicable law, regulations, guidelines, circulars and the like, Mr. Arun B Shah offered to take over the active day to day management, which was accepted by the Board.

6. Subject to the provisions of the Companies Act, 1956, the rules made there under; the Securities and Exchange Board of India (Issue of Sweat Equity) Regulations, 2002, the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and other applicable law, regulations, guidelines, circulars and the like, the allotment of the equity shares representing upto 12% (post allotment) of the fully diluted equity share capital of the Company to Mr. Arun B Shah as sweat equity shares.

7. M/s. S R Batliboi & Co, auditors of the company have expressed their desire not to be reappointed at the forth coming Annual General Meeting as the auditors of the company. M/s Sorab S Engineer & Co., Chartered Accountants, have agreed to be appointed the auditors of the Company, if appointed so, at the forth coming Annual General Meeting. The audit committee and the Board of Directors have recommended to members to appoint them as auditors of the company at the remuneration to be fixed by the audit committee.