-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E8DKOsKblPNTm+sWAuHX8p5+LwK82GsO7igA/ysoyqZKwmmCZa+1HDhRU1WY/BHV txNDXerOYtFJHWvEogAdDQ== 0001095811-00-005143.txt : 20001208 0001095811-00-005143.hdr.sgml : 20001208 ACCESSION NUMBER: 0001095811-00-005143 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20001207 FILED AS OF DATE: 20001207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REDIFF COM INDIA LTD CENTRAL INDEX KEY: 0001103783 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] STATE OF INCORPORATION: K7 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 000-30735 FILM NUMBER: 785239 BUSINESS ADDRESS: STREET 1: MAHALAXMI ENGINEERING ESTATE, 1ST FLOOR STREET 2: BEHIND KHILANI COLLEGE CITY: MUMBAI STATE: K7 ZIP: 00000 BUSINESS PHONE: 0119122444 MAIL ADDRESS: STREET 1: MAHALAXMI ENGINEERING ESTATE, 1ST FLOOR CITY: BEHIND KHILANI COLLE STATE: K7 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: REDIFF COMMUNICATION LTD DATE OF NAME CHANGE: 20000119 6-K 1 f67805e6-k.txt FORM 6-K 1 - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- FORM 6-K Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 December 7, 2000 (Date of Report) Commission File Number 333-37376 REDIFF.COM INDIA LIMITED (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) India (Jurisdiction of incorporation or organization) Mahalaxmi Engineering Estate, 1st Floor, L. J. First Cross Road Mahim (West), Mumbai 400 016, India +91-22-444-9144 (Address of principal executive offices) Indicate by check mark registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ] Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g 3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to registrant in connection with Rule 12g 3-2(b). Not applicable. 2 EXHIBIT INDEX
Exhibit No. Description of Document - ----------------- ----------------------------------------- 99.1 Proxy Information Statement to holders of American Depositary Shares 99.2 Proxy Information Statement to holders of Equity Shares 99.3 Proxy Form - ADS Shareholders 99.4 Proxy Form - Equity Shareholders
SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all the requirements for filing on Form 6-K and has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: December 6, 2000 REDIFF.COM INDIA LIMITED By: /s/ Ajit Balakrishnan -------------------------------- Ajit Balakrishnan Chairman & Managing Director -2- EX-99.1 2 f67805ex99-1.txt PROXY INFORMATION STATEMENT TO HOLDERS OF ADS 1 EX-99.1 PROXY INFO STATEMENT TO HOLDERS OF ADSs Exhibit 99.1 - ---------------- TIME SENSITIVE MATERIALS - ---------------- DEPOSITARY'S NOTICE OF SHAREHOLDERS' MEETING OF REDIFF.COM INDIA LIMITED - -------------------------------------------------------------------------------- ADSs: American Depositary Shares, evidenced by American Depositary Receipts ("ADRs"). - -------------------------------------------------------------------------------- ADS CUSIP NO. 757479100. - -------------------------------------------------------------------------------- ADS RECORD DATE: November 30, 2000. - -------------------------------------------------------------------------------- MEETING SPECIFICS: Extraordinary General Meeting of Shareholders - December 21, 2000 at 10:00 A.M. (local time) at the Corporate Office, First Floor, Mahalaxmi Engg. Estate, L.J. First Cross Road, Mahim (W), Mumbai, India 400 016. - -------------------------------------------------------------------------------- MEETING AGENDA: Please refer to the Company's Notice of Meeting enclosed herewith. - -------------------------------------------------------------------------------- ADS VOTING INSTRUCTIONS On or before 10:00 A.M. (New York City time) on DEADLINE: December 15, 2000. - -------------------------------------------------------------------------------- DEPOSITED SECURITIES: Equity shares, par value Rs. 5 per share, of Rediff.com India Limited, a public company with limited liability organized under the laws of the Republic of India (the "Company"). - -------------------------------------------------------------------------------- ADS RATIO: 1 equity share to 2 ADSs. - -------------------------------------------------------------------------------- DEPOSITARY: Citibank, N.A. - -------------------------------------------------------------------------------- CUSTODIAN OF Citibank, N.A. - Mumbai Branch DEPOSITED SECURITIES: - -------------------------------------------------------------------------------- DEPOSIT AGREEMENT: Deposit Agreement, dated as of June 13, 2000, by and among the Company, the Depositary, and all Holders and Beneficial Owners of ADSs evidenced by ADRs issued thereunder. - --------------------------------------------------------------------------------
To be counted, your Voting Instructions need to be received by the Depositary prior to 10:00 A.M. (New York City time) on DECEMBER 15, 2000. 2 The Company has announced that an Extraordinary General Meeting of Shareholders (the "Meeting") will be held at the date, time and location identified above. A COPY OF THE NOTICE OF MEETING FROM THE COMPANY WHICH INCLUDES THE AGENDA FOR SUCH MEETING IS ENCLOSED.* Holders of ADSs wishing to give voting instructions to the Depositary must sign, complete and return the enclosed Voting Instructions prior to the ADS Voting Instructions Deadline in the enclosed pre-addressed envelope. PLEASE NOTE THAT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF SECTION 4.10 OF THE DEPOSIT AGREEMENT, UPON THE TIMELY RECEIPT FROM A HOLDER OF ADSs AS OF THE ADS RECORD DATE OF VOTING INSTRUCTIONS IN THE MANNER SPECIFIED BY THE DEPOSITARY, THE DEPOSITARY SHALL ENDEAVOR, INSOFAR AS PRACTICABLE AND PERMITTED UNDER APPLICABLE LAW, THE PROVISIONS OF THIS DEPOSIT AGREEMENT, THE ARTICLES OF ASSOCIATION AND MEMORANDUM OF ASSOCIATION OF THE COMPANY AND THE PROVISIONS OF THE DEPOSITED SECURITIES, TO VOTE OR CAUSE THE CUSTODIAN TO VOTE THE SHARES AND/OR OTHER DEPOSITED SECURITIES (IN PERSON OR BY PROXY) REPRESENTED BY SUCH HOLDER'S ADSs, EITHER ON A SHOW OF HANDS, IN WHICH CASE THE CUSTODIAN SHALL BE INSTRUCTED TO VOTE IN ACCORDANCE WITH INSTRUCTIONS RECEIVED FROM HOLDERS OF A MAJORITY OF THE ADSs FOR WHICH INSTRUCTIONS HAVE BEEN GIVEN TO THE DEPOSITARY, OR ON A POLL, IN WHICH CASE THE CUSTODIAN SHALL BE INSTRUCTED TO VOTE IN ACCORDANCE WITH THE INSTRUCTIONS RECEIVED FROM THE HOLDERS GIVING INSTRUCTIONS. PLEASE FURTHER NOTE THAT, FOR THE PURPOSE OF THIS SECTION 4.10, IN THE EVENT THAT THE DEPOSITARY RECEIVES AN EXPRESS INSTRUCTION FROM A HOLDER AS OF THE ADS RECORD DATE TO DEMAND A POLL WITH RESPECT TO ANY MATTER TO BE VOTED ON BY HOLDERS OF THE ADSs, THE DEPOSITARY SHALL NOTIFY THE CHAIRMAN OF THE COMPANY OR A PERSON DESIGNATED BY THE CHAIRMAN OF SUCH INSTRUCTION AND REQUEST THE CHAIRMAN OR SUCH DESIGNEE TO USE THEIR REASONABLE BEST EFFORTS TO DEMAND A POLL AT THE MEETING AT WHICH SUCH MATTERS ARE TO BE VOTED ON AND TO VOTE THE DEPOSITED SECURITIES REPRESENTED BY SUCH HOLDER'S ADSs IN ACCORDANCE WITH THE INSTRUCTIONS OF THE HOLDERS OF THE ADSs. THE DEPOSITARY HAS BEEN ADVISED THAT UNDER INDIAN LAW, AS IN EFFECT AS OF THE DATE HEREOF, VOTING OF SHARES IS BY SHOW OF HANDS (IN WHICH CASE EACH SHAREHOLDER HAS ONE (1) VOTE REGARDLESS OF THE NUMBER OF SHARES OWNED) UNLESS A POLL IS VALIDLY DEMANDED, AND THAT A PROXY HOLDER MAY NOT VOTE EXCEPT IN A POLL VOTE. IN ADDITION, THE COMPANY'S ARTICLES OF ASSOCIATION AND MEMORANDUM OF ASSOCIATION, AS IN EFFECT AS OF THE DATE HEREOF, PROVIDE THAT A POLL MAY BE DEMANDED AT ANY GENERAL MEETING BY A HOLDER OR HOLDERS HOLDING: A) AT LEAST 10% OF THE TOTAL SHARES ENTITLED TO VOTE ON A RESOLUTION; OR B) SHARES (REPRESENTED BY SUCH HOLDER(S)' ADSs) WITH AN AGGREGATE PAID-UP CAPITAL OF AT LEAST Rs. 50,000, THE CHAIRMAN OF THE COMPANY OR HIS DESIGNEE MAY BE ABLE TO DEMAND A POLL AT THE INSTRUCTION OF HOLDERS. THE COMPANY'S ARTICLES OF ASSOCIATION AND MEMORANDUM OF ASSOCIATION AS IN EFFECT ON THE DATE HEREOF) FURTHER PROVIDES THAT THE CHAIRMAN OF THE COMPANY SHALL CAST THE DECIDING VOTE, IN THE EVENT OF A TIE. Upon timely receipt of signed and completed Voting Instructions from a holder of ADSs, the Depositary shall endeavor or insofar as practicable and permitted under applicable law and the provisions of the Deposited Securities to cause the Custodian to vote (or to cause to be voted by means of the appointment of a proxy or otherwise) the Deposited Securities in respect of which Voting Instructions have been received in accordance with the instructions contained therein. The information contained herein with respect to the Meeting has been provided by the Company. Citibank, N.A. is forwarding this information to you solely as depositary and in accordance with the terms of the Deposit Agreement and disclaims any responsibility with respect to the accuracy or completeness of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meeting. The rights and obligations of Holders and Beneficial Owners of ADSs, the Company and the Depositary are set forth in their entirety in the Deposit Agreement and are summarized in the ADRs. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number sat forth below. IF YOU HAVE ANY QUESTIONS ABOUT THE WAY IN WHICH VOTING INSTRUCTIONS MAY BE DELIVERED TO THE DEPOSITARY, PLEASE CONTACT CITIBANK, N.A., - ADR SHAREHOLDER SERVICES AT 1-877-CITI-ADR (1-877-248-4237). Citibank, N.A., as Depositary - -------------- *As set forth in Section 4.10 of the Deposit Agreement, Holders of record of ADSs as of the close of business in the ADS Record Date will be entitled, subject to applicable provisions of the laws of the Republic of India and the Memorandum of Association and Articles of Association of the Company and the provisions of or governing the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights pertaining to the Deposited Securities represented by such Holders' ADSs. EX-99.2 3 f67805ex99-2.txt PROXY INFORMATION STATEMENT TO HOLDERS OF EQUITY 1 EX-99.2 PROXY INFO STATEMENT TO HOLDERS OF EQUITY SHARES Exhibit 99.2 Proxy Information to Holders of Equity Shares Rediff.com India limited Sterling Centre, 4th Floor, Dr. Annie Besant Road, Worli, Mumbai 400 018 November 20, 2000 Dear Member, You are cordially invited to attend the Extra Ordinary General Meeting of the members on Thursday, December 21st, 2000 at 10 A.M. at 1st Floor, Mahalaxmi Engg. Estate, L.J. Ist Cross Road, Mahim (W), Mumbai 400 016. Notice of the meeting together with the proposed resolutions is enclosed herewith. If you need special assistance at the Extra Ordinary General Meeting because of disability, please contact the office of the Vice President Finance, Rediff.com India Limited, Ist Floor, Mahalaxmi Engg. Estate, L. J. First Cross Road, Mahim (W), Mumbai 400 016. Very Truly Yours, /s/ Ajit Balakrishnan Ajit Balakrishnan Chairman & Managing Director NOTICE NOTICE IS HEREBY GIVEN THAT THE EXTRA-ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF REDIFF.COM INDIA LIMITED WILL BE HELD ON THE 21st DAY OF DECEMBER, 2000 AT 10.00 A.M. AT MAHALAXMI ENGINEERING ESTATE, 1ST FLOOR, L.J. FIRST CROSS ROAD, MAHIM WEST, MUMBAI - 400 016 TO TRANSACT THE FOLLOWING BUSINESS: SPECIAL BUSINESS: 1. To consider and if thought fit, to pass with or without modification the following resolution as a special resolution 2 RESOLVED THAT in accordance with the provisions of Section 81 and all other applicable provisions of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof) and relevant provisions of the Memorandum of Association and Articles of Association of the Company and the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depositary Receipt Mechanism) Scheme, 1993, and subject to the approval, consent, permission and/or sanction of the Ministry of Finance of the Government of India, Reserve Bank of India, required if any, and any other appropriate authorities, institutions or bodies, as may be necessary and subject to such conditions as may be prescribed by any of them in granting any such approval, consent, permission or sanction, the Board of Directors (hereinafter referred to as the "Board", which term shall be deemed to include any committee thereof referred to below), be and they are hereby authorized on behalf of the Company to issue, offer and allot equity shares and/or any securities convertible into equity shares at the option of the Company and/or holder of the security and/or securities linked to equity shares through American Depository Shares / Receipts and/or any other instruments or securities (hereinafter referred to as the "Securities") subscribed to in foreign currency(ies) to Shareholders of ThinkIndia.com, Inc., a Delaware Corporation, as on given date as may be determined by the company on private placement basis, for (or which, upon conversion of all, Securities so issued or allotted, could give rise to the issue of) and amount (inclusive of such premium as may be determined) up to 6,50,000 American Depository Shares, to be issued at prevalent market price on Nasdaq and such issue and allotment to be made at such time or times, in such tranche or tranches, in such manner as the Board may, in its discretion think fit, on such terms and conditions as may be decided and deemed appropriate by the Board at the time of issue or allotment. RESOLVED FURTHER THAT the Company and/or any agency or body authorized by the Company may issue depository receipts representing the underlying equity shares or other securities issued by the Company in registered form with such features and attributes as are prevalent in international capital markets for instruments of this nature and to provide for the tradability or free transferability thereof as per the international practices and regulations, and under the forms and practices prevalent in the international markets including filing any registration statement and any amendment thereto with the United States Securities and Exchange Commission ("SEC"). RESOLVED FURTHER THAT the Board be and it is hereby authorized to issue and allot such number of equity shares (in the ratio of 1 equity share for every two American Depository Shares as may be required to be issued and allotted upon conversion of any securities referred to in paragraph (a) above or as may be necessary in accordance with the terms of the offering, all such shares ranking pari passu with the equity shares of the Company in all respects excepting such right as to dividend as may be provided in the Registration Statement filed with the SEC and as amended from time to time. RESOLVED FURTHER THAT for the purpose of giving effect to any issue or allotment of equity shares or securities or instruments or securities representing the same, as described in paragraph (a) above, the Board and other designated officers of the Company be and are hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as it may at its discretion deem necessary or desirable for such purpose, including without limitation, filing a Registration Statement and other documents with the SEC, listing the securities on the New York Stock Exchange or 3 Nasdaq National Market, and the entering into depository arrangements in regard to any such issue or allotment as it may in its absolute discretion deem fit. RESOLVED FURTHER THAT the Board be and it is hereby authorized to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of securities and utilization of the issue proceeds as it may in its absolute discretion deem fit without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution. RESOLVED FURTHER THAT the Board be and it is hereby authorized to delegate all or any of the powers herein conferred to any committee of directors or chief executive officer or any executive director or directors or any other officer of officers of the company to give effect to the aforesaid resolution. To consider and if thought fit, to pass with or without modification the following resolution as a special resolution RESOLVED THAT pursuant to the provisions of Section 81 and all other applicable provisions of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof) and relevant provisions of the Memorandum of Association and Articles of Association of the Company and the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depositary Receipt Mechanism) Scheme, 1993, and subject to the approval, consent, permission and/or sanction of the Ministry of Finance of the Government of India, Reserve Bank of India, required if any, and any other appropriate authorities, institutions or bodies, as may be necessary and subject to such conditions as may be prescribed by any of them in granting any such approval, consent, permission or sanction, the Board of Directors (hereinafter referred to as the "Board", which term shall be deemed to include any committee thereof referred to below), be and they are hereby authorized on behalf of the Company to issue, offer and allot up to 400,000 American Depository Shares (ADSs) to the Employees and directors of ThinkIndia.com, Inc., Delaware Corporation subsequent upon / or at the time it becomes a wholly owned subsidiary of Rediff.com India Ltd., over a period of time, or to a trust created for this purposes, equity shares, and/or any securities convertible into equity shares at the option of the Company and/or holder of the securities linked to equity shares through American Depository Receipts ("ADRs") and/or any other instruments or securities (hereinafter referred to as the "Securities") subscribed to in foreign currency(ies) by the Employees and directors of ThinkIndia.com, Inc., Delaware Corporation, pursuant to an Employees Stock Offer Plan ("ESOP") scheme which is linked to ADSs or an offer letter or on a private placement basis or in any other form as the Board may decide from time to time, and which, upon conversion of all the options/securities allotted, could give rise to the issue of up to 200,000 equity shares of the Company calculated at the price equal to the price at which the equity shares of the Company are first issued and listed in the form of ADSs and such issue of options/securities and allotment of securities to be made at such time or times, in such tranche or tranches, at such price or prices and in such manner as the Board may, in its discretion think fit, and otherwise on such terms and conditions as may be decided and deemed appropriate by the Board at the time of issue or allotment. 4 RESOLVED FURTHER THAT the Company and/or any agency or body authorized by the Company may issue depository receipts representing the underlying equity shares or other Securities issued by the Company in registered form with such features and attributes as are prevalent in international capital markets for instruments of this nature and to provide for the tradability or free transferability thereof as per the international practices and regulations, and under the forms and practices prevalent in the international markets including filing any registration statement and any amendment thereto with the United States Securities and Exchange Commission ("SEC"). RESOLVED FURTHER THAT the Board be and it is hereby authorized to issue and allot such number of equity shares as may be required to be issued and allotted upon conversion of any Securities referred to in paragraph (a) above or as may be necessary in accordance with the terms of the offering, all such shares ranking pari passu with the equity shares of the Company in all respects excepting such right as to dividend as may be provided in the Registration Statement filed with the SEC and as amended from time to time. RESOLVED FURTHER THAT for the purpose of giving effect to any issue or allotment of equity shares or Securities or instruments or securities representing the same, as described in paragraph (a) above, the Board and other designated officers of the Company be and are hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as it may at its discretion deem necessary or desirable for such purpose, including without limitation, filing a Registration Statement and other documents with the SEC, listing the securities on Nasdaq National Market, and the entering into of depository arrangements in regard to any such issue or allotment as it may in its absolute discretion deem fit. RESOLVED FURTHER THAT the Board be and it is hereby authorized to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of Securities and utilization of the issue proceeds as it may in its absolute discretion deem fit without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution. RESOLVED FURTHER THAT the Board be and it is hereby authorized to delegate all or any of the powers herein conferred to any committee of directors or chief executive officer or any executive director or directors or any other officer of officers of the company to give effect to the aforesaid resolution. For Rediff.com India Ltd., Place : Mumbai Date : November 20, 2000 Ajit Balakrishnan Chairman & Managing Director 5 NOTES : A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND SUCH A PROXY NEED NOT BE THE MEMBER OF THE COMPANY. An explanatory statement pursuant to the provisions of section 173 (2) of the Companies Act, 1956 is annexed hereto. ANNEXURE TO THE NOTICE DATED NOVEMBER 20, 2000 Explanatory statement pursuant to the provisions of the section 173 of the Companies Act, 1956: Item No. 1 Your Company successfully completed its international IPO program and listed its securities on Nasdaq National Market in the month of June, 2000. Your Company being an early entrant in the 'portal business' in India, consolidated its position by constantly launching innovative offerings on its web site to maintain its market leadership. The Company's web site is popular amongst the Non-resident Indians in the United States who contribute almost a third of the page impressions of the site on a monthly basis. To extend the reach of its content, services and marketplace offerings to a community of more than 800,000 Asian Indians in the USA, the Company was looking out for the takeover of a suitable overseas portal company. ThinkIndia.com, Inc., a Delaware Corporation and a US based portal focussed on Indians worldwide represents such an opportunity. Your Company has in principal decided to take over ThinkIndia.com, Inc. in a transaction wherein ThinkIndia.com Inc. will become a wholly owed subsidiary of the Company. In terms of the agreement dated October 26, 2000 executed with ThinkIndia.com, Inc., your company is required to issue American Depository Shares to the existing shareholders of that company. In terms of the provisions of Section 81 and all other applicable provisions of the Companies Act, 1956, the same requires your approval. Therefore, your directors have recommended the resolutions in item no. 1 as a special resolution. None of the directors is in any way deemed to be concerned or interested in passing of the resolution. Item No. 2 To extend the reach of its content, services and marketplace offerings to a community of more than 800,000 Asian Indians in the USA, the Company was looking out for the takeover of a suitable overseas portal company. In terms of the agreement dated October 26, 2000 executed with ThinkIndia.com, Inc., your Company has in principally decided to take over ThinkIndia.com, Inc., in a transaction wherein ThinkIndia.com Inc. will become a wholly owed subsidiary of the Company. When the transaction is completed and ThinkIndia.com Inc. becomes a wholly owned subsidiary of Rediff.com India Limited, your Company seeks to offer American Depository Shares linked 6 Employees Stock Options to the directors and employees of ThinkIndia.com, Inc. who become employees of the wholly owned subsidiary of the Company. In terms of the provisions of Section 81 and all other applicable provisions of the Companies Act, 1956, the same requires your approval. Therefore, your directors have recommended the resolutions in item no. 1 as a special resolution. None of the directors is in any way deemed to be concerned or interested in passing of the resolution. For Rediff.com India Ltd., Place : Mumbai Date : November 20, 2000 Ajit Balakrishnan Chairman & Managing Director EX-99.3 4 f67805ex99-3.txt PROXY FORM ADS SHAREHOLDERS 1 EX-99.3 PROXY FORM - ADS SHAREHOLDERS Exhibit 99.3 THE VOTING INSTRUCTIONS MUST BE SIGNED, COMPLETED AND RECEIVED AT THE INDICATED ADDRESS PRIOR TO 10:00 A.M. (NEW YORK CITY TIME) ON DECEMBER 15, 2000 FOR ACTION TO BE TAKEN. 2000 VOTING INSTRUCTIONS AMERICAN DEPOSITARY SHARES ================================================================================ REDIFF.COM INDIA LIMITED (THE "COMPANY") CUSIP No.: 757479100. ADS Record Date: November 30, 2000. Meeting Specifics: Extraordinary General Meeting of Shareholders - December 21, 2000 at 10:00 A.M. (local time) at the Corporate Office, First Floor, Mahalaxmi Engg. Estate, L.J. First Cross Road, Mahim (W), Mumbai, India 400 016. Meeting Agenda: Please refer to the Company's Notice of Meeting enclosed. Depositary: Citibank, N.A. Deposit Agreement: Deposit Agreement, dated as of June 13, 2000. Deposited Securities: Equity shares, par value Rs. 5 per share, of the Company. Custodian: Citibank, N.A. - Mumbai Branch
The undersigned holder, as of the ADS Record Date, of the American Depositary Receipt(s) issued under the Deposit Agreement and evidencing the American Depositary Shares identified on the reverse side hereof (such American Depositary Shares, the "ADSs"), acknowledges receipt of a copy of the Depositary's Notice of Shareholders' Meeting and hereby irrevocably authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner indicated on the reverse side hereof. - -------------------------------------------------------------------------------- PLEASE NOTE THAT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF SECTION 4.10 OF THE DEPOSIT AGREEMENT, UPON THE TIMELY RECEIPT FROM A HOLDER OF ADSs AS OF THE ADS RECORD DATE OF VOTING INSTRUCTIONS IN THE MANNER SPECIFIED BY THE DEPOSITARY, THE DEPOSITARY SHALL ENDEAVOR, INSOFAR AS PRACTICABLE AND PERMITTED UNDER APPLICABLE LAW, THE PROVISIONS OF THIS DEPOSIT AGREEMENT, THE ARTICLES OF ASSOCIATION AND MEMORANDUM OF ASSOCIATION OF THE COMPANY AND THE PROVISIONS OF THE DEPOSITED SECURITIES, TO VOTE OR CAUSE THE CUSTODIAN TO VOTE THE SHARES AND/OR OTHER DEPOSITED SECURITIES (IN PERSON OR BY PROXY) REPRESENTED BY SUCH HOLDER'S ADSs, EITHER ON A SHOW OF HANDS, IN WHICH CASE THE CUSTODIAN SHALL BE INSTRUCTED TO VOTE IN ACCORDANCE WITH INSTRUCTIONS RECEIVED FROM HOLDERS OF A MAJORITY OF THE ADSs FOR WHICH INSTRUCTIONS HAVE BEEN GIVEN TO THE DEPOSITARY, OR ON A POLL, IN WHICH CASE THE CUSTODIAN SHALL BE INSTRUCTED TO VOTE IN ACCORDANCE WITH THE INSTRUCTIONS RECEIVED FROM THE HOLDERS GIVING INSTRUCTIONS. PLEASE FURTHER NOTE THAT, FOR THE PURPOSE OF THIS SECTION 4.10, IN THE EVENT THAT THE DEPOSITARY RECEIVES AN EXPRESS INSTRUCTION FROM A HOLDER AS OF THE ADS RECORD DATE TO DEMAND A POLL WITH RESPECT TO ANY MATTER TO BE VOTED ON BY HOLDERS OF THE ADSs, THE DEPOSITARY SHALL NOTIFY THE CHAIRMAN OF THE COMPANY OR A PERSON DESIGNATED BY THE CHAIRMAN OF SUCH INSTRUCTION AND REQUEST THE CHAIRMAN OR SUCH DESIGNEE TO USE THEIR REASONABLE BEST EFFORTS TO DEMAND A POLL AT THE MEETING AT WHICH SUCH MATTERS ARE TO BE VOTED ON AND TO VOTE THE DEPOSITED SECURITIES REPRESENTED BY SUCH HOLDER'S ADSs IN ACCORDANCE WITH THE INSTRUCTIONS OF THE HOLDERS OF THE ADSs. THE DEPOSITARY HAS BEEN ADVISED THAT UNDER INDIAN LAW, AS IN EFFORT AS OF THE DATE HEREOF, VOTING OF SHARES IS BY SHOW OF HANDS (IN WHICH CASE EACH SHAREHOLDER HAS ONE (1) VOTE REGARDLESS OF THE NUMBER OF SHARES OWNED) UNLESS A POLL IS VALIDLY DEMANDED, AND THAT A PROXY HOLDER MAY NOT VOTE EXCEPT IN A POLL VOTE. IN ADDITION, THE COMPANY'S ARTICLES OF ASSOCIATION AND MEMORANDUM OF ASSOCIATION, AS IN EFFECT AS OF THE DATE HEREOF, PROVIDE THAT A POLL MAY BE DEMANDED AT ANY GENERAL MEETING BY A HOLDER OR HOLDERS HOLDING: A) AT LEAST 10% OF THE TOTAL SHARES ENTITLED TO VOTE ON A RESOLUTION; OR, B) SHARES (REPRESENTED BY SUCH HOLDER(S)' ADSs) WITH AN AGGREGATE PAID-UP CAPITAL OF AT LEAST Rs. 50,000, THE CHAIRMAN OF THE COMPANY OR HIS DESIGNEE MAY BE ABLE TO DEMAND A POLL AT THE INSTRUCTION OF HOLDERS. THE COMPANY'S ARTICLES OF ASSOCIATION AND MEMORANDUM OF ASSOCIATION (AS IN EFFECT ON THE DATE HEREOF) FURTHER PROVIDE THAT THE CHAIRMAN OF THE COMPANY SHALL CAST THE DECIDING VOTE, IN THE EVENT OF A TIE. - -------------------------------------------------------------------------------- Please indicate on the reverse side hereof how the Deposited Securities are to be voted. The Voting Instructions must be marked, signed and returned on time in order to be counted. By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the voting instructions contained therein. - -------------------------------------------------------------------------------- DETACH HERE 2 Please mark [X] your vote as in [0000 this example If these Voting instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked below as to an issue, but undersigned shall be deemed to have directed the Depositary to give voting instructions "FOR" the unmarked issue. FOR AGAINST ABSTAIN 1 [ ] [ ] [ ] 2 [ ] [ ] [ ] Signature(s)________________________________________ Date _________________ Please sign name in the voting instructions exactly as printed above. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting instructions executed by a corporation should be in full corporate name by a duly authorized officer with full title as such. - -------------------------------------------------------------------------------- DETACH HERE SPECIAL BUSINESS 1. Approval to authorize the Board of Directors to issue, offer and allot equity shares and/or securities convertible into equity shares to Shareholders of ThinkIndia.com,Inc., as set forth in the Company's Notice of Meeting enclosed herewith. 2. Approval to authorize the Board of Directors to issue, offer and allot up to 400,000 ADSs to the employees and Directors of ThinkIndia.com, Inc., as set forth in the Company's Notice of Meeting enclosed herewith. EX-99.4 5 f67805ex99-4.txt PROXY FORM - EQUITY SHAREHOLDERS 1 EX-99.4 PROXY FORM - EQUITY SHAREHOLDERS Exhibit 99.4 REDIFF.COM INDIA LIMITED Registered Office Sterling Centre, 4th Floor, Dr. Annie Besant Road, Worli, Mumbai 400 018 PROXY FORM ----------------- Regd. Folio No. ----------------- I / We _____________________ of ______________________ in the district of __________________________ being a member / members of the Company hereby appoint ________________________ of _______________________ or failing him/her _________________________ in the district of _________________________ as my/our proxy to vote for me / us on my / our behalf at the Extra Ordinary General Meeting of the Company to be held at 10 A.M. on Thursday, December 21, 2000 and at adjournment(s) thereof. Signed this day of 2000. ------------------- --------------------- - ---------------------------------- Signature Rupee one Revenue Stamp Notes: This form, in order to be effective, should be duly stamped, completed and signed and must be deposited at the Registered Office of the Company, not less than 48 hours before the meeting. REDIFF.COM INDIA LIMITED Registered Office Sterling Centre, 4th Floor, Dr. Annie Besant Road, Worli, Mumbai 400 018. ATTENDANCE SLIP Extra Ordinary General Meeting - December 21, 2000. ----------------- ----------- Regd. Folio No. No. of Shares held ----------------- ----------- I certify that I am a Member / Proxy for the Member of the Company. 2 I hereby record my presence at the Extra Ordinary General Meeting of the Company at First Floor, Mahalaxmi Engg. Estate, L. J. First Cross Road, Mahim (W), Mumbai 400 016. at 10 A.M. on Thursday, December 21, 2000. - --------------------------- ---------------------------------- Member's/Proxy's name in Signature of Member / Proxy BLOCK Letters Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring their copies of the Annual Report to the meeting. -----END PRIVACY-ENHANCED MESSAGE-----