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Millennium Investment & Acquisition Co Inc. – IPO: ‘POS AM’ on 1/28/08

On: Monday, 1/28/08, at 4:48pm ET · Accession #: 1013816-8-48 · File #: 333-133189

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/28/08  Millennium Inv & Acq Co Inc.      POS AM                 3:73K                                    Sonnens… Rosenthal/FA/IL

Initial Public Offering (IPO): Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment No. 1 to Form S-1 on Form    16     72K 
                          S-3                                                    
 2: EX-4        Exh. 4.1 Amended and Restated Cert. of Inc.            9     46K 
 3: EX-23       Exh. 23.1 Consent of J.H. Cohn LLP                     1      5K

POS AM — Post-Effective Amendment No. 1 to Form S-1 on Form S-3
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Available Information Exhibits Experts Incorporation of Certain Documents by Reference Indemnification of Directors and Officers Legal Matters Offering, The Other Expenses of Issuance and Distribution Prospectus Summary Regulation as an Investment Company The Offering Undertakings Use of Proceeds
1	1st Page - Filing Submission
5	Prospectus Summary
6	Regulation as an Investment Company
7	The Offering
8	Use of Proceeds
"	Legal Matters
"	Experts
"	Available Information
9	Incorporation of Certain Documents by Reference
11	Item 14. Other Expenses of Issuance and Distribution
"	Item 15. Indemnification of Directors and Officers
13	Item 16. Exhibits
"	Item 17. Undertakings

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As Filed with the Securities and Exchange Commission on January 28, 2008

                                                    Registration No.: 333-133189

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

POST-EFFECTIVE
 AMENDMENT NO. 1
TO
FORM S-1
ON
FORM S-3

REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

 MILLENNIUM INDIA ACQUISITION COMPANY INC.
(Exact name of registrant as specified in its charter)

       Delaware                                 20-4531310
  (State of incorporation)                      (I.R.S. Employer
                                                Identification Number)

 330 East 38th Street, Suite 40H
New York, New York 10016
(212) 681-6763
(Address and telephone number of registrant's principal executive offices)

F. Jacob Cherian
 President and Chief Executive Officer
 Millennium India Acquisition Company Inc.
 330 East 38th Street, Suite 40H
New York, New York 10016
(212) 681-6763
 (Name, address and telephone number of agent for service)

Copies to:

Ira I. Roxland, Esq.
 Sonnenschein Nath & Rosenthal LLP
 1221 Avenue of the Americas
New York, New York 10020
(212) 768-6700
 Fax: (212) 768-6800

     Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this Registration Statement.                

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     If the only  securities  being  registered  on this form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. |_|                                                                        

     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|                                

     If this form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_|                     

     If this form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|                                                      

     If this form is a registration  statement  pursuant to General  Instruction
I.D. or a  post-effective  amendment  thereto that shall become  effective  upon
filing with the  Commission  pursuant to Rule 462(e) under the  Securities  Act,
check the following box. |_|                                                    

     If this Form is a  post-effective  amendment  to a  registration  statement
filed  pursuant  to  General  Instruction  I.D.  filed  to  register  additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. |_|                                    

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Prospectus                                                                      

 Millennium India Acquisition Company Inc.

7,250,000 Shares of Common Stock

 -----------------------

     This  prospectus  relates  to the offer and sale from time to time of up to
7,250,000 shares of our common stock issuable upon the exercise of warrants sold
in our initial public offering.                                                 

     Each warrant  entitles the holder to purchase one share of our common stock
at a price of $6.00.  Each  warrant is  exercisable  from January 21, 2008 until
July 19, 2010, or earlier upon  redemption.  The warrants are  redeemable at our
option, with the consent of Ladenburg Thalmann & Co. Inc., the representative of
the underwriters of our initial public offering.                                

 -----------------------

     Our common stock and warrants  are traded on the  American  Stock  Exchange
under the symbols  "MQC" and MQC.WS,"  respectively.  The closing  prices of our
common stock and warrants on January 25, 2008 were $6.00 per share and $1.45 per
warrant.                                                                        

     Investing  in our  securities  involves  a high  degree of risk.  See "Risk
Factors"  beginning on page 15 of our definitive proxy statement relating to our
2008 Special Meeting of Stockholders for a discussion of information that should
be  considered in  connection  with an  investment  in our company.  For further
information  concerning our definitive  proxy  statement see  "Incorporation  of
Certain Documents by Reference."                                                

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.                                                               

 -----------------------

                  , 2008

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 TABLE OF CONTENTS

                                                                          Page
                                                                          ----

PROSPECTUS SUMMARY............................................................1 
USE OF PROCEEDS...............................................................4 
LEGAL MATTERS.................................................................4 
EXPERTS.......................................................................4 
AVAILABLE INFORMATION.........................................................4 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................5 

FORWARD-LOOKING STATEMENTS

     This  prospectus  and  the  documents  incorporated  by  reference  in this
prospectus  contain  certain  forward-looking  statements  with  respect  to the
financial  condition,   results  of  operations,   plans,   objectives,   future
performance  and  business of our company and the SMC Group,  as well as certain
information  relating to the share  subscription  and  shareholders  agreements,
including,  without  limitation,  statements  preceded  by,  followed by or that
include the words "may," "will,"  "should,"  "believes,"  "expects,"  "intends,"
"anticipates,"  "thinks," "plans," "estimates," "seeks," "predicts," "potential"
or similar expressions.  We believe it is important to communicate  management's
expectations  to our  stockholders.  However,  there may be events in the future
that we are not able to accurately predict or over which we have no control. The
risk factors and other cautionary  language in this prospectus and the documents
incorporated  by  reference  in  this  prospectus  provide  examples  of  risks,
uncertainties  and events that may cause our actual results to differ materially
from the  expectations  we describe  in those  forward-looking  statements.  You
should be aware  that the  occurrence  of the  events  described  in these  risk
factors and  elsewhere in this  prospectus  and the  documents  incorporated  by
reference  in this  prospectus  could  have a  material  adverse  effect  on our
business, financial condition and results of operations.                        

     You are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which  speak  only  as of the  date  of  this  prospectus  and  the
respective dates of the documents  incorporated by reference in this prospectus.
All  forward-looking  statements  included  herein and therein  attributable  to
either of our  company  or the SMC  Group or any  person  acting on any  party's
behalf are expressly  qualified in their entirety by the  cautionary  statements
contained  or  referred  to in this  section.  Except to the extent  required by
applicable  laws and  regulations,  we undertake no  obligation  to update these
forward-looking  statements to reflect events or circumstances after the date of
this  prospectus  and the  respective  dates of the  documents  incorporated  by
reference  in this  prospectus  or to reflect the  occurrence  of  unanticipated
events.                                                                         

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PROSPECTUS SUMMARY

This summary highlights  information  contained  elsewhere in this prospectus or
incorporated  by reference in this  prospectus,  and does not contain all of the
information you should consider in making your investment  decision.  You should
read this prospectus together with the more detailed information,  including our
risk factors,  financial statements and related notes, incorporated by reference
in this prospectus.                                                             

OUR BUSINESS

BACKGROUND                                                                      

     We were  formed on March 15,  2006 as a blank  check  company to serve as a
vehicle to effect a merger,  capital stock exchange,  asset acquisition or other
similar  business  combination  with one or more businesses that have operations
primarily in India.  At a special  meeting of  stockholders on January 17, 2008,
our stockholders approved, among other things:                                  

     o    two substantially identical share subscription agreements to acquire a
          14.90% equity  interest in each of SMC Global  Securities  Limited and
          SAM  Global  Securities  Limited  for the  aggregate  fixed sum of INR
          1,638,996,077,  or  approximately  $41,514,592  at an exchange rate of
$1.00=INR 39.48 as of December 18, 2007; and                

     o    two  substantially  identical  agreements  entitling us to the option,
          exercisable  by February  20, 2008 and subject to  applicable  law, to
          require  SMC and SAM to begin  regulatory  approval  proceedings  that
          would permit them to issue Global Depositary Receipts to us equivalent
          to up to an  additional  6% of the equity share capital of SMC and SAM
          in  return  for an  aggregate  payment  of up to INR  659,998,420,  or
     approximately $16,717,285 at the December 18, 2007 exchange rate.

     On January 21, 2008,  we  consummated  the  acquisition  of a 14.75% equity
interest  in  each  of  SMC  and  SAM,  that,  together  with  their  respective
subsidiaries  and  equity  affiliates,  collectively  comprise  the SMC Group of
Companies.                                                                      

     Our principal  executive  office is located at 330 East 38th Street,  Suite
40H,  New York,  NY 10016 and our  telephone  number  at that  address  is (212)
681-6763. For purposes of this prospectus, all correspondence should be sent to:
Millennium India Acquisition Company Inc., 159 South Street, Manhasset Hills, NY
11040; (516) 327-6079.                                                          

SMC and SAM                                                                     

     Based in New  Delhi,  the SMC Group is a full  service  financial  services
firm.  Its products and services  include  equities and  commodities  brokerage,
online equities,  commodities and derivatives trading,  equity research,  mutual
fund and IPO distribution,  depository and clearing  services,  merchant banking
and  corporate  finance  and  insurance  brokerage.  The SMC  Group  also  takes
proprietary   positions  through  trading  and  investing  in  equity  products.
Companies  of the SMC Group are members of the Bombay Stock  Exchange  (BSE) and
the National Stock Exchange of India (NSE), among other exchanges.              

     The SMC Group  currently has more than 1,100  employees and, in addition to
its headquarters in New-Delhi, has regional offices in Mumbai (Bombay),  Kolkata
(Calcutta),  Chennai, Cochin, Amhedabad, Hyderabad, Siliguri and Jaipur. The SMC
Group  also has a rapidly  expanding  retail  distribution  network of more than
6,000  independent  financial  advisors  in 925 offices and more than 225 cities
across India.                                                                   

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This  retail  network is  currently  serving  the  financial  needs of more than
250,000 investors throughout India.                                             

     SMC's and SAM's registered  offices are located at 17, Netaji Subhash Marg,
Darya Ganj, New Delhi, India. The telephone number is +91-11-30111000.          

THE RELATIONSHIP BETWEEN SMC AND SAM                                            

     SMC and SAM currently intend to request  regulatory  approval in India to a
holding company structure that would permit both entities to be legally owned by
a joint holding company. If and when the holding company structure takes effect,
Millennium's 14.90% equity interest in each of SMC and SAM would become a 14.90%
equity interest in the joint holding company.                                   

     Pending  implementation of the holding company structure,  and with certain
exceptions,  SMC and SAM are already  operating  as an  integrated  business and
marketing  and  branding of each  entities'  products  and services is conducted
exclusively  under the SMC Group name. In addition,  SMC,  which is one of SAM's
promoters,   effectively   controls   SAM  by   virtue  of   extended   familial
relationships. Nonetheless, since no written agreement underlies their alliance,
we cannot  assure you that  either  SMC or SAM will not decide to abandon  their
joint operations and their plan to implement a joint holding company  structure.
We do not  believe,  however,  that the  failure to  implement  a joint  holding
company structure would have a material effect on SMC or SAM.                   

REGULATION AS AN INVESTMENT COMPANY                                             

     Because we were deemed to be an  investment  company  under the  Investment
Company  Act of 1940  upon  our  acquisition  of  stock  in SMC and SAM  with an
aggregate value exceeding 40% of our total assets (exclusive of U.S.  government
securities  and  cash  items),  we  have  registered  under  the  1940  Act as a
closed-end, non-diversified "investment company" (also referred to as a "fund").

     As a registered  investment company, we are subject to the 1940 Act and the
related rules,  which contain  detailed  requirements  for the  organization and
operation of investment companies.  The SEC has granted us an exemption from the
provisions of Section 12(d)(3) of the 1940 Act. Without this exemption,  Section
12(d)(3) would have prohibited us, as an investment  company,  from investing in
issuers  that  derive  more  than  15  percent  of  their  gross  revenues  from
securities-related activities, which include activities as a broker, a dealer or
an underwriter.  For further  information on the regulatory  requirements of the
1940 Act,  please see  "Regulation  as an Investment  Company" in our definitive
proxy statement incorporated by reference in this prospectus.                   

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THE OFFERING

Common stock issuable upon exercise of warrants sold in                         
initial public offering........ ....................     7,250,000 shares 
Common stock to be outstanding after offering...........   16,312,500 shares (1)

----------                                                                      
(1)  Based on the issued and  outstanding  shares on  December  31,  2007.  This
     number excludes (i) 2,250,000 shares of common stock issuable upon exercise
     of warrants sold prior to our initial  public  offering and (ii)  1,000,000
     shares of common stock issuable upon exercise of a unit purchase option and
     the  underlying  warrants,  which  unit  purchase  option  was  sold to the
representative of the underwriters of our initial public offering.    

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USE OF PROCEEDS 

     This  prospectus  relates  to the offer and sale from time to time of up to
7,250,000 shares of our common stock issuable upon the exercise of warrants sold
in our initial public offering.  The exercise price of the warrants is $6.00 per
share.  The proceeds we receive from the exercise of the warrants will depend on
how many warrants are  exercised.  If all the warrants are  exercised,  we would
receive gross proceeds of $43,500,000.                                          

     We intend to use the net proceeds  received  upon  exercise of the warrants
for general corporate purposes.                                                 

LEGAL MATTERS 

     The validity of the securities  offered pursuant to this prospectus and any
prospectus  supplement were passed upon for us by Sonnenschein  Nath & Rosenthal
LLP, New York, New York.                                                        

 EXPERTS

     The  balance  sheet of  Millennium  India  Acquisition  Company  Inc. as of
December 31, 2006 and the related statements of operations, stockholders' equity
and cash flows for the period from  inception  (March 15,  2006) to December 31,
2006 appearing in the annual report on Form 10-K for the year ended December 31,
2006 of Millennium India Acquisition Company Inc., has been audited by J.H. Cohn
LLP, independent registered public accounting firm, as set forth in their report
thereon included therein,  and incorporated herein by reference.  Such financial
statements  are  incorporated  herein by reference in reliance  upon such report
given on the authority of such firm as experts in accounting and auditing.      

 AVAILABLE INFORMATION

     Prior  to  our  investment  in  the  SMC  Group,  we  were  subject  to the
informational requirements of the Securities Exchange Act of 1934. In accordance
with  the  Exchange  Act,  we  filed  periodic  reports,  proxy  statements  and
information  statements and other  information  with the Securities and Exchange
Commission.  As a result of our investment in the SMC Group,  we are now subject
to the informational requirements of the Investment Company Act of 1940.        

     We have filed with the  Securities  and Exchange  Commission a registration
statement  under the Securities  Act with respect to the  securities  offered by
this  prospectus.  This  prospectus  does not contain all of the information set
forth in the  registration  statement  and the  exhibits  and  schedules  to the
registration statement.  For further information with respect to our company and
the securities offered by this prospectus, reference is made to the registration
statement  and the exhibits and  schedules  filed as a part of the  registration
statement.  Statements  contained in this prospectus  concerning the contents of
any contract or any other document are not  necessarily  complete;  reference is
made in each instance to the copy of such contract or any other  document  filed
as an exhibit to the registration  statement or incorporated by reference to the
registration statement. Each such statement is qualified in all respects by such
reference to such exhibit.                                                      

     The registration  statement can be inspected and copied at prescribed rates
at the SEC's Public  Reference  Room at 100 F. Street,  N.E.,  Washington,  D.C.
20549.  You  may  obtain  information  regarding  the  Washington,  D.C.  Public
Reference  Room  by  calling  the  SEC  at  1-800-SEC-0330.   In  addition,  the
registration  statement  is  publicly  available  through  the SEC's site on the
Internet, located at: http://www.sec.gov.                                       

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

     The SEC allows us to incorporate by reference the  information we file with
it, which means that we can disclose  important  information to you by referring
you to  those  documents.  Our SEC  File  Number  is  0-32931.  The  information
incorporated  by  reference  is  considered  to be part of this  prospectus  and
information we file later with the SEC will  automatically  update and supersede
this  information.  The  documents  we are  incorporating  by  reference  are as
follows:                                                                        

   o    our Annual Report on Form 10-K for the year ended December 31, 2006;

     o    our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2007;                                                   

     o    our Quarterly  Report on Form 10-Q for the quarterly period ended June
30, 2007;                                                   

     o    our  Quarterly  Report on Form  10-Q for the  quarterly  period  ended
September 30, 2007;                                         

 o    our Current Report on Form 8-K filed with the SEC on May 15, 2007;

 o    our Current Report on Form 8-K filed with the SEC on May 17, 2007;

     o    Item  8.01 and  Exhibit  99.1 of Item  9.01 set  forth in our  Current
Report on Form 8-K filed with the SEC on July 19, 2007;     

     o    our  Current  Report on Form 8-K filed  with the SEC on August 2, 2007
          and the amendments thereto filed with the SEC on November 28, 2007 and
January 9, 2008;                                            

     o    our Current Report on Form 8-K filed with the SEC on October 18, 2007;

     o    our  Current  Report on Form 8-K filed  with the SEC on  December  10,
2007;                                                       

     o    our Current Report on Form 8-K filed with the SEC on January 11, 2008;

     o    our Current Report on Form 8-K filed with the SEC on January 14, 2008;

     o    our Current Report on Form 8-K filed with the SEC on January 23, 2008;

     o    our Current Report on Form 8-K filed with the SEC on January 24, 2008;

     o    the definitive proxy statement relating to our 2008 Special Meeting of
Stockholders filed with the SEC on December 21, 2007; and   

     o    the  description  of our common stock  contained  in our  registration
          statement on Form 8-A,  including any  amendments or reports filed for
the purpose of updating that description.                   

     This prospectus  also  incorporates by reference any future filings that we
make with the SEC pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange
Act  (except  for  information  furnished  to the SEC that is not  deemed  to be
"filed" for purposes of the Exchange  Act) on or  subsequent to the date of this
prospectus  until all the common stock being offered by this prospectus are sold
or  until  the   offering  of  the  common   stock  is   otherwise   terminated.
"Incorporation by reference" means that we are disclosing important  information
to you by referring to those  documents.  Any statement  contained in a document
incorporated  or deemed to be  incorporated  by reference in this  prospectus is
considered to be a part of this                                                 

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prospectus  and  information  that we file  with the SEC on or after the date of
this prospectus will automatically  supplement,  update or supersede  previously
filed information.                                                              

     We will provide  without  charge to each person,  including any  beneficial
owner,  to whom a copy of this  prospectus  is  delivered,  upon written or oral
request, a copy of any or all of the foregoing documents which we incorporate by
reference in this  prospectus (not including  exhibits to such documents  unless
such exhibits are  specifically  incorporated  by reference to such  documents).
Requests should be directed to: Millennium India  Acquisition  Company Inc., 159
South Street, Manhasset Hills, NY 11040; (516) 327-6079.                        

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                            

     The following  table sets forth various  expenses which are estimated to be
incurred  in  connection  with the  offer  and sale  from  time to time of up to
7,250,000 shares of our common stock issuable upon the exercise of warrants sold
in our initial public offering.  For information concerning the various expenses
incurred in connection with the initial public offering,  see Item 13 of Part II
of Amendment No. 7 to this Registration Statement.                              

   Legal Fees and Expenses.....................     $ 3,500*
   Accounting Fees and Expenses................       5,000*
   Printing Expenses...........................      10,000*
   Miscellaneous Expenses......................       1,500*
                                                    --------
   Total.......................................     $20,000*
                                                    ========
---------                                             
*   Estimated                                         

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

     The Registrant's  certificate of incorporation provides that all directors,
officers,  employees  and  agents  of the  registrant  shall be  entitled  to be
indemnified by us to the fullest extent permitted by Section 145 of the Delaware
General Corporation Law, as amended, or the DGCL.                               

Paragraph NINTH of Registrant's certificate of incorporation provides:

     "NINTH:  (A) The Corporation shall, to the full extent permitted by Section
145 of the DGCL, from time to time,  indemnify all persons whom it may indemnify
pursuant thereto.                                                               

     (B) A director of the  Corporation  shall not be  personally  liable to the
Corporation and to its stockholders for monetary damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of  law,  (iii)  under  Section  174 of the  DGCL,  or  (iv)  for any
transaction from which the director derived an improper personal benefit.       

     (C) Each  person who was or is made a party or is  threatened  to be made a
party to or is  involved  in any  action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact  that he or she,  or a person of whom he or she is the legal
representative,  is or was a director or officer of the Corporation or is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent of another corporation or of a partnership,  joint venture, trust or other
enterprise,  including  service with respect to employee benefit plans,  whether
the basis of such  proceeding  is alleged  action in an  official  capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director,  officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the DGCL, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to the
extent  that  such  amendment   permits  the   Corporation  to  provide  broader
indemnification  rights than said law permitted the Corporation to provide prior
to  such  amendment),   against  all  expense,  liability  and  loss  (including
attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement)                                               

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reasonably incurred or suffered by such person in connection  therewith and such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee  or agent and shall inure to the benefit of his or her heirs,
executors  and  administrators;  provided,  however,  that except as provided in
sub-paragraph  (d)  hereof,  the  Corporation  shall  indemnify  any such person
seeking  indemnification  in  connection  with a  proceeding  (or part  thereof)
initiated  by  such  person  only if  such  proceeding  (or  part  thereof)  was
authorized  by  the  board  of  directors  of  the  Corporation.  The  right  to
indemnification  conferred in this Paragraph NINTH shall be a contract right and
shall include the right to be paid by the Corporation  the expenses  incurred in
defending  any such  proceeding in advance of its final  disposition;  provided,
however,  that if the DGCL requires,  the payment of such expenses incurred by a
director or officer in his or her  capacity as a director or officer (and not in
any other  capacity in which  service was or is rendered by such person  while a
director  or  officer,  including,  without  limitation,  service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer,  to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Paragraph NINTH or otherwise.  The Corporation  may, by action of its Board
of Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.                                                                       

     (D) If a claim under  sub-paragraph (c) of this Paragraph NINTH is not paid
in full by the  Corporation  within  thirty days after a written  claim has been
received by the Corporation,  the claimant may at any time thereafter bring suit
against  the  Corporation  to  recover  the unpaid  amount of the claim and,  if
successful in whole or in part,  the claimant  shall be entitled to be paid also
the expense of prosecuting  such claim. It shall be a defense to any such action
(other  than an action  brought  to  enforce a claim for  expenses  incurred  in
defending any proceeding in advance of its final  disposition where the required
undertaking,  if any is required, has been tendered to the Corporation) that the
claimant has not met the  standards of conduct which make it  permissible  under
the DGCL for the  Corporation to indemnify the claimant for the amount  claimed,
but the burden of proving such defense shall be on the Corporation.  Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such action that  indemnification  of the claimant is proper in
the circumstances  because he or she has met the applicable  standard of conduct
set forth in the DGCL, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard or conduct,  shall be a defense to
the action or create a presumption  that the claimant has not met the applicable
standard of conduct.                                                            

     (E) The right to  indemnification  and the payment of expenses  incurred in
defending a  proceeding  in advance of its final  disposition  conferred in this
Paragraph  NINTH shall not be  exclusive of any other right which any person may
have or hereafter  acquire under any statute,  provision of the  Certificate  of
Incorporation,   by-law,   agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.                                                         

     (F) The  Corporation  may maintain  insurance,  at its expense,  to protect
itself  and any  director,  officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any such  expense,  liability  or loss,  whether or not the  Corporation
would have the power to indemnify such person against such expense, liability or
loss under the DGCL."                                                           

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ITEM 16. EXHIBITS                                                               

EXHIBIT                                                                   
NUMBER      DESCRIPTION OF EXHIBIT                                        
-------     ----------------------                                        

     2.1       Share  Subscription  Agreement between  Registrant and SMC Global
               Securities   Limited  and  Promoters  of  SMC  Global  Securities
Limited, dated May 12, 2007 (1)                   

     2.2       Shareholders   Agreement   between   Registrant  and  SMC  Global
               Securities Limited and Promoters of SMC Global Securities Limited
(1)                                               

     2.3       Share  Subscription  Agreement between  Registrant and SAM Global
               Securities   Limited  and  Promoters  of  SAM  Global  Securities
Limited, dated May 12, 2007 (1)                   

     2.4       Shareholders   Agreement   between   Registrant  and  SAM  Global
               Securities Limited and Promoters of SAM Global Securities Limited
(1)                                               

     2.5       Letter Agreement (Option  Agreement)  between  Registrant and SMC
               Global Securities  Limited and Promoters of SMC Global Securities
Limited, dated June 6, 2007 (1)                   

     2.6       Letter Agreement (Option  Agreement)  between  Registrant and SAM
               Global Securities  Limited and Promoters of SAM Global Securities
Limited, dated June 6, 2007 (1)                   

  4.1       Registrant's Amended and Restated Certificate of Incorporation

4.2       Registrant's Bylaws (2)                                     

4.3       Specimen Common Stock Certificate (2)                       

4.4       Specimen Warrant Certificate (2)                            

     4.5       Form of Warrant Agreement between American Stock Transfer & Trust
Company and the Registrant (2)                    

5.1       Opinion of Sonnenschein Nath & Rosenthal LLP (2)            

23.1       Consent of J.H. Cohn LLP                                     

    23.2       Consent of Sonnenschein  Nath & Rosenthal LLP (contained in their
opinion  included  under  Exhibit  5.1)           

    24.1       Power of Attorney  (comprises a portion of the signature  page to
this Registration Statement) (2)                  

-----------                                                                     
(1)  Filed as an exhibit to the Registrant's definitive proxy statement relating
    to its 2008 Special Meeting of Stockholders filed with the SEC on December
21, 2007 and incorporated herein by reference.                        

(2)  Previously filed as an exhibit to this Registration Statement              

ITEM 17. UNDERTAKINGS                                                           

The undersigned Registrant hereby undertakes:                         

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:                        

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;                                     

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
in the registration statement; and                          

     (iii) To  include  any  material  information  with  respect to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

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          provided,  however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above
          do not  apply  if the  registration  statement  is on Form S-3 and the
          information  required to be included in a post-effective  amendment by
          those  paragraphs  is contained in reports  filed with or furnished to
          the SEC by the  Registrant  pursuant to section 13 or section 15(d) of
          the Securities Exchange Act of 1934 that are incorporated by reference
          in the registration statement, or is contained in a form of prospectus
          filed  pursuant  to Rule  424(b)  that  is  part  of the  registration
statement.                                                  

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.                                                          

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.                                                                       

     (4) That, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:                                                       

     (A)  Each  prospectus  filed by the  Registrant  pursuant to Rule 424(b)(3)
          shall be deemed  to be part of the  registration  statement  as of the
          date the filed  prospectus  was  deemed  part of and  included  in the
registration statement; and                                 

     (B)  Each  prospectus  required  to be filed  pursuant  to Rule  424(b)(2),
          (b)(5),  or (b)(7) as part of a registration  statement in reliance on
          Rule 430B relating to an offering made pursuant to Rule  415(a)(1)(i),
          (vii), or (x) for the purpose of providing the information required by
          section 10(a) of the Securities Act of 1933 shall be deemed to be part
          of and included in the registration statement as of the earlier of the
          date such form of prospectus is first used after  effectiveness or the
          date of the  first  contract  of sale of  securities  in the  offering
          described in the  prospectus.  As provided in Rule 430B, for liability
          purposes  of the  issuer  and  any  person  that  is at  that  date an
          underwriter,  such date shall be deemed to be a new effective  date of
          the  registration   statement   relating  to  the  securities  in  the
          registration  statement  to which  that  prospectus  relates,  and the
          offering  of such  securities  at that time  shall be deemed to be the
          initial  bona  fide  offering  thereof.  Provided,  however,  that  no
          statement made in a registration  statement or prospectus that is part
          of the  registration  statement or made in a document  incorporated or
          deemed  incorporated by reference into the  registration  statement or
          prospectus  that is part of the  registration  statement will, as to a
          purchaser  with a time of  contract  of sale  prior to such  effective
          date,  supersede  or  modify  any  statement  that  was  made  in  the
          registration statement or prospectus that was part of the registration
          statement  or made in any  such  document  immediately  prior  to such
effective date.                                             

     (5) That, for the purpose of determining  liability of the Registrant under
the Securities Act of 1933 to any purchaser in the initial  distribution  of the
securities:                                                                     

     The  undersigned  Registrant  undertakes  that  in a  primary  offering  of
     securities  of the  undersigned  Registrant  pursuant to this  registration
     statement,   regardless  of  the  underwriting  method  used  to  sell  the
     securities to the purchaser,  if the securities are offered or sold to such
     purchaser by means of any of the following communications,  the undersigned
     Registrant  will be a seller to the  purchaser  and will be  considered  to
offer or sell such securities to such purchaser:                      

     (i)  Any preliminary prospectus or prospectus of the undersigned Registrant
       relating to the offering required to be filed pursuant to Rule 424;

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     (ii) Any free writing prospectus relating to the offering prepared by or on
          behalf of the  undersigned  Registrant  or used or  referred to by the
undersigned Registrant;                                     

     (iii) The  portion of any other free  writing  prospectus  relating  to the
          offering  containing   material   information  about  the  undersigned
          Registrant  or  its  securities  provided  by  or  on  behalf  of  the
undersigned Registrant; and                                 

     (iv) Any other  communication  that is an offer in the offering made by the
undersigned Registrant to the purchaser.                    

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is  incorporated  by  reference  in this  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  herein,  and the offering of such  securities  at that time
shall be deemed to be the initial bona fide offering thereof.                   

The undersigned registrant hereby undertakes that:                    

     (1)  For purposes of determining  any liability under the Securities Act of
          1933,  the  information  omitted from the form of prospectus  filed as
          part of this  registration  statement  in reliance  upon Rule 430A and
          contained in a form of prospectus filed by the registrant  pursuant to
          Rule  424(b) (1) or (4) or 497(h)  under the  Securities  Act shall be
          deemed to be part of this registration statement as of the time it was
declared effective.                                         

     (2)  For the purpose of determining  any liability under the Securities Act
          of  1933,  each  post-effective  amendment  that  contains  a form  of
          prospectus shall be deemed to be a new registration statement relating
          to the securities offered therein, and the offering of such securities
          at that  time  shall be deemed to be the  initial  bona fide  offering
thereof.                                                    

     The undersigned registrant hereby undertakes to file an application for the
purpose of determining  the  eligibility of the trustee to act under  subsection
(a) of section 310 of the Trust  Indenture Act in accordance  with the rules and
regulations  prescribed by the Commission  under section  305(b)(2) of the Trust
Indenture Act.                                                                  

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers,  and  controlling  persons  of the
Registrant  pursuant  to Item 15 of Part II of the  registration  statement,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the  Registrant in the  successful  defense of any action
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.    

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SIGNATURES

     In accordance  with the  requirements  of the  Securities  Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-3 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on January 28, 2008.    

                                 MILLENNIUM INDIA ACQUISITION COMPANY INC.

                  By:   /s/ F. Jacob Cherian
                                      ----------------------------------------
                    F. Jacob Cherian
                                         President and Chief Executive Officer

 ---------------

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.                                          

                                                        [Enlarge/Download Table]

                                                                                         

               SIGNATURE                         TITLE                         DATE      

/s/ F. Jacob Cherian                  President, Chief Executive         January 28, 2008
------------------------------------  Officer and Director                               
F. Jacob Cherian                      (Principal Executive Officer)                      

/s/ Suhel Kanuga                      Executive Vice President,          January 28, 2008
------------------------------------  Chief Financial Officer,                           
Suhel Kanuga                          Treasurer, Secretary and Director                  
                                      (Principal Financial Officer and                   
                                      Principal Accounting Officer)                      

/s/ Lawrence Burstein                 Director                           January 28, 2008
------------------------------------                                                     
Lawrence Burstein                                                                        

                                      Director                                           
------------------------------------                                                     
Gul Asrani                                                                               

                 *                    Director                           January 28, 2008
------------------------------------                                                     
C.P. Krishnan Nair                                                                       


------------                                                                    
*    Suhel  Kanuga,  pursuant  to Powers of  Attorney  (executed  by each of the
     officers and  directors  listed above and indicated as signing  above,  and
     filed with the  Securities  and Exchange  Commission),  by signing his name
     hereto does hereby sign and execute  this  Post-Effective  Amendment to the
   Registration Statement on behalf of each of the persons referenced above.

Date: January 28, 2008                                 /s/ Suhel Kanuga         
                                                ----------------
                                            Suhel Kanuga

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘POS AM’ Filing	Date	First	Last	Other Filings

	7/19/10	3
	2/20/08	5
Filed on:	1/28/08	1	16	3
	1/25/08	3		SC 13G
	1/24/08	9		8-K, SC 13G
	1/23/08	9		8-K
	1/21/08	3	5	8-K
	1/17/08	5		3, 4
	1/14/08	9		8-K
	1/11/08	9		4, 8-K
	1/9/08	9		8-K, 8-K/A
	12/31/07	7		N-CSR, NSAR-B, NSAR-B/A, NT-NSAR, SC 13G/A
	12/21/07	9	13	DEF 14A
	12/18/07	5
	12/10/07	9		8-K
	11/28/07	9		8-K/A
	10/18/07	9		8-K
	9/30/07	9		10-Q
	8/2/07	9		8-K, 8-K/A
	7/19/07	9		8-K, 8-K/A
	6/30/07	9		10-Q
	6/6/07	13
	5/17/07	9		8-K
	5/15/07	9		10-Q, 8-K
	5/12/07	13		8-K
	3/31/07	9		10-Q
	12/31/06	8	9	10-K
	3/15/06	5	8
				List all Filings

7 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/14/22  Millennium Sustainable Vent… Corp 10-Q        9/30/22   66:5.1M                                   M2 Compliance LLC/FA
 8/15/22  Millennium Sustainable Vent… Corp 10-Q        6/30/22   56:6.8M                                   M2 Compliance LLC/FA
 7/27/22  Millennium Sustainable Vent… Corp 8-A12G                 1:37K                                    M2 Compliance LLC/FA
 5/13/22  Millennium Sustainable Vent… Corp 10-Q        3/31/22   55:4M                                     M2 Compliance LLC/FA
 3/15/22  Millennium Sustainable Vent… Corp 10-K       12/31/21   64:4.8M                                   M2 Compliance LLC/FA
11/12/21  Millennium Sustainable Vent… Corp 10-Q        9/30/21   48:45M                                    M2 Compliance LLC/FA
10/15/21  Millennium Sustainable Vent… Corp 10-Q        6/30/21   45:3.3M                                   M2 Compliance LLC/FA

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Filing Submission 0001013816-08-000048 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Millennium Investment & Acquisition Co Inc. – IPO: ‘POS AM’ on 1/28/08

On: Monday, 1/28/08, at 4:48pm ET · Accession #: 1013816-8-48 · File #: 333-133189

Initial Public Offering (IPO): Post-Effective AmendmentFiling Table of Contents

POS AM — Post-Effective Amendment No. 1 to Form S-1 on Form S-3Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

7 Subsequent Filings that Reference this Filing

Initial Public Offering (IPO): Post-Effective Amendment
Filing Table of Contents

POS AM — Post-Effective Amendment No. 1 to Form S-1 on Form S-3
Document Table of Contents