Board of Directors of the Corporation (the “Board”), acting by Unanimous Written
Consent in accordance with Section 141(f) of the General Corporation Law of
State of Delaware, adopted a resolution authorizing the Corporation to effect
reverse split of its common stock and to file this Certificate of
paragraph of Article FOURTH, of the Amended and Restated Certificate of
Incorporation of the Corporation is hereby amended to read in its entirety
The total number of shares of capital stock which the Corporation shall have
authority to issue is 90,000,000 of which 89,000,000 shares shall be Common
Stock of the par value of $.0001 per share and 1,000,000 shares shall be
Preferred Stock of the par value of $.0001 per share. Effective upon filing
January 11, 2006 (the “Effective Date”), every two (2) shares of the
Corporation’s issued and outstanding Common Stock shall be combined into one (1)
fully paid and nonassessable share of Common Stock (the “Reverse Split Ratio”).
Prior to the reverse split, the Corporation had 3,125,000 shares outstanding.
After the reverse split, the Corporation will have 1,562,500 shares outstanding.
The Reverse Split Ratio shall apply to all options and warrants outstanding
the Effective Date.”
in lieu of a meeting and vote of stockholders, the stockholders have given
Unanimous Written Consent to said amendment in accordance with the provisions
Section 228 of the General Corporation Law of the State of
the aforesaid amendment was duly adopted in accordance with the applicable
provisions of Sections 242 and 228 of the General Corporation Law of the State
Phoenix India Acquisition Corp. has caused this certificate to be signed by
Panjwani, its Chairman,