Godrej Industries - Notice of Postal Ballot
Godrej Industries Ltd has informed BSE that the members of the Company will consider to approve by way of Postal Ballot the following resolutions:
1. To sell or otherwise dispose of the entire shareholding and business held by the Company in Godrej Global Solutions Ltd to Tricom India Ltd on the following terms and conditions:
a. Rs 6,46,84,905/- (Rupees Six Crore Forty Six Lac Eighty Four Thousand Nine Hundred and five Only) by way of cash payment and
b. Not less than Rs 13,13,50,500/- (Rupees Thirteen Crore Thirteen Lac Fifty Thousand Five Hundred Only) by way of 8% unsecured optionally fully convertible debentures (OFCD) on a preferential basis, convertible into 7,72,650 equity shares on any date between April 01, 2009 till the close of 17 months from the Completion Date, at the option of Godrej Industries Ltd, @ Rs 170/- per equity share of face value Rs 10/- each. In case the price as per SEBI DIP guidelines is higher than Rs 170/- the consideration payable would be increased to that extent to ensure the number of equity shares being issued is not lower than 7,72,650. If however the OFCDs are not converted into shares then the amount receivable from Tricom India Ltd shall not be less than Rs 13,13,50,500/- (Rupees Thirteen Crore Thirteen Lac Fifty Thousand Five Hundred Only). The interest on OFCD shall be payable on a quarterly basis. The above amount be secured by 7 (Seven) Post Dated Cheques covering the principal and interest amounts.
2. To amend the Article No 110 (b) of the Articles of Association of the Company.
The Board of Directors has appointed Mr. B M Shemlani, Chartered Accountant and failing him Mr. Kalidas Vanjpe, Practicing Company Secretary as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
The Postal Ballot form duly completed should reach the scrutinizer on or before June 23, 2008. The scrutinizer will submit his report to the Board of Directors of the Company after completion of the scrutiny and the results of the postal ballot will be announced by the Chairman on June 25, 2008.
Tags: Godrej Industries