Saturday, July 30, 2011

Preferential issue board resolution

Resolution for consideration of preferential issue by BOD

“RESOLVED THAT in accordance with the provisions of Section 81 (1A) and all other applicable provisions, if any, of the Companies Act, 1956, provisions of SEBI Act and SEBI’s Guidelines and other applicable provisions including any statutory modification(s) or re-enactment thereof, for the time being in force, the provisions of the Memorandum and Articles of Association of the Company, the relevant Guidelines for Preferential Issue of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 (SEBI DIP Guidelines), any other Guidelines or Regulations of SEBI , Listing Agreement entered into with the Stock Exchanges, where the shares of the Company are listed, and any other applicable laws / rules / regulations and subject to the consent / approval of any other authority / institution, and subject to the approval of shareholders in general meeting, the consent of the Company be and is hereby accorded to create, offer, issue and allot up to _____ (___) Warrants at Rs. 30/- (Rs. Thirty Only ) per warrant , on a preferential basis to Promoters / PAC and Strategic Investors / Others, as detailed in the Explanatory Statement forming part of this Notice, with a right to subscribe to equal number of equity shares on conversion within a period of 18 months from the date of allotment of warrants of nominal value of Rs. 10/- (Rupees Ten only) each fully paid up at a price of Rs. 30/- per Warrant including premium of Rs. 20/- (Rupees Twenty Only) per warrant, which is more than the price calculated in accordance with the Guidelines for Preferential Issue , issued by SEBI. so that the total number of equity shares to be issued by the Company upon conversion of the Warrants do not exceed _____ (____) equity shares of Rs. 10/- each, at a premium of Rs. 20/- each on such terms and conditions as may be decided and deemed appropriate by the Board of Directors of the Company (hereinafter referred to as the “Board”, which shall be deemed to include any duly authorized committee thereof), at the time of issue or allotment, subject to the overall guidelines governing such issue.

The names of the Proposed Allottees of Warrants , whether or not they are existing members of the Company, along-with the No. of proposed warrants to be allotted to Promoters / PAC and Strategic Investors / Others on Preferential issue basis, are detailed below :-

No. of Warrants % of Post Preferential Issue Holdings after conversion Pre Issue Holding % Pre Issue Holding Total Holding after Conversion % of Post Holding

"RESOLVED FURTHER THAT issue of Warrants, if any as above, shall be subject to the following terms and conditions:

A. In case of Warrants convertible into equity shares to Promoters/PAC/Strategic Investors / Others, the warrant holders shall have the right of subscribing for one equity share of Rs. 10/- each per warrant at a price of Rs. 30/- inclusive of Premium in accordance with the SEBI (DIP) Guidelines, 2000 on Preferential Issue or any amendments thereof, at any time, within 18 months from the date of allotment of warrants.

B. The proposed allottees shall pay 10% of the total consideration of warrants on or before the date of allotment of warrants and shall pay the balance 90% on or before the last date of conversion of warrants into Equity Shares.

C. _____ (_________ ) warrants being allotted to Promoters / PAC , shall be locked in for a period of 3 (Three) Years from the date of allotment, and balance _______- (Ten Lac) warrants being allotted to Strategic Investors /Others, shall be locked in for a period of 1 (One) Year from the date of allotment, provided that the lock-in-period on shares acquired by conversion of Warrants shall be reduced to the extent, the Warrants have already been locked-in.

D. The Equity shares already held by the Proposed allottees (as per details given below) shall be under lock in from the Relevant date, for a period of six months from the date of allotment of warrants :

S. No. Name of the Allottees No. of Shares
E. The number of warrants and the price per warrant shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split, merger, demerger, transfer of undertaking, sale of a division or any such capital or corporate restructuring. The similar benefit of corporate actions such as bonus issue, rights issue, stock split, merger will be extended to the warrant holders through reservation of warrants/ shares. The warrant holders will be entitled to benefit of bonus shares on the date of conversion of warrants into equity shares.

F. All the allottees hold the shares in Dematerialised form .

“RESOLVED FURTHER THAT the "relevant date" in relation to the share / warrants for the purpose would be 06th January, 2008 being the date 30 days prior to the date of passing of this resolution"

"RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot such number of Equity shares on conversion of warrants referred to above or as may be necessary in accordance with the terms of the offer(s), all such shares rank pari passu inter- se and with the then existing Equity Shares of the Company in all respects."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to accept the terms, conditions and stipulations as may be made by the Regulatory Authorities while granting approval, if any , to the Company for the issue of securities as aforesaid."

"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorized to delegate all or any of the powers herein conferred by this resolution to any Director or Directors or to any Committee of Director (s) or any other Officer or Officers of the Company and to do all such acts, matters things and deeds and to take all such steps and do all such things and give all such directions as the Board may consider necessary, expedient or desirable and also to settle any question or difficulties or doubts that may arise in regard to the issue, allotment /conversion and utilization of the proceeds and further to do all such acts, deeds, matters and things and to finalise and execute all documents and writings as may be necessary, proper, desirable or expedient as the Board, in its absolute discretion may deem fit and take all such steps which are incidental and ancillary in this regard."

RESOLVED FURTHER THAT the Company shall ensure that whilst any right of conversion of Warrants into Equity Share remain exercisable, it will at all times keep available and reserved such part of its authorized but un-issued share capital as would enable all outstanding Warrants to be satisfied in full.

Resolution for allotment of Convertible Share Warrants

“RESOLVED THAT __________ Convertible Warrants of Rs. 30/- each of the company (each warrant convertible in to one equity share of Rs. 10/- on the full payment of a warrant at a premium of Rs. 20/- per shares) be and are hereby allotted on a preferential basis to the following promoters and strategic investors mentioned in the allotment list placed before the meeting and initialed by the chairman.


Sl. No. Name, address, occupation of allottee No. of Warrants Distinctive Number




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