Hitkari Fibres - Outcome of Board Meeting
Hitkari Fibres Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 12, 2008, inter alia, has approved the following after due deliberations:
1. Approval of the Postal Ballot notice for the following items:
(a) Amendment to sub clause A of Clause III of the Memorandum of Association of the Company for insertion of objects relating to power generation and allied activities.
(b) Amendment to sub clause B of Clause III of the Memorandum of Association of the Company by insertion of a new clause to provide for amalgamation / merger of other entity
(ies) with the Company or vice versa.
(c) Replacement of the existing Articles of Association of the Company with a new set of Articles of Association.
(d) Sub division and Reclassification of 30,000 Convertible Cumulative Preference Shares of Rs 100/- into 300,000 equity shares of Rs 10/- each.
(e) Increase in Authorized Capital from 6.30 crores to Rs 5000 crores.
(f) Increase in Borrowing Limits under the Companies Act, 1956, to Rs 15,000 crores.
(g) Creation of Charge on the assets of the Company, upto the limits specified above, under the Companies Act, 1956.
(h) Delisting of the shares of the Company from the Delhi and Ahmedabad Stock Exchanges.
(i) Change in control under Regulation 12 of the SEBI (Substantial Acquisition of Share and Takeovers) Regulations, 1997, by transferring the control from the current promoters to M/s. Spice Energy Pvt Ltd. M/s. Spice Energy Pvt Ltd will be classified as the new promoter of the Company and will have the control in terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, over the Company. M/s. Spice Energy Pvt Ltd belongs to the “Spice Energy” group.
(j) Issue of Global Depositary Receipts / American Depositary Receipts / Foreign Currency Convertible Bonds, in terms of the Companies Act, 1956 upto US $ 1 billion.
(k) Hiving Off of the ‘fibre division’ of the Company, by way of a slump sale to Hitkari Hitech Pvt Ltd, on a going concern basis. The draft agreement for sale has been approved by the Board of the Company.
(l) Giving of loans / guarantee(s), / or provide any security(ies).
(m) Appointment of Mr. Jayesh Parmar, Chartered Accountant, as Scrutinizer and Approval
of the notice of the Postal Ballot. The result of the Postal Ballot will be declared on
March 17, 2008. The last date for receipt of the duly filled Postal Ballot forms will be March 15, 2008.
2. The Board has also, subject to the approval of the members and of the High Court, Mumbai, and of other statutory authorities, approved the Scheme of arrangement for merger of SRM Energy Pvt Ltd, a “Spice Energy Group” Company, with the Company. SRM Energy Pvt Ltd will be absorbed by the Company and will consequently loose its identity.
3. Appointed Mr. D Sundararajan as additional director of the Company.
Tags: Hitkari Fibres