SEL Manufacturing - Outcome of EGM
SEL Manufacturing Company Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on February 27, 2008 inter alia, have passed the following resolutions:
1. To increase the existing Authorised Share Capital of the Company from Rs 20,00,00,000 (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs 10/- (Rs Ten) each to Rs 50,00,00,000/- (Rs Fifty Crore only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs 10/- (Rs Ten) each by creation of further 3,00,00,000 (Three Crore) Equity shares of Rs 10/- (Rs Ten) each aggregating Rs 30,00,00,000/- (Rs Thirty Crore) ranking pari passu with the existing equity shares of the Company in all respects and consequential amendments in the Clause V of the Memorandum of Association of the Company.
2. Authority to the Board of Directors to create, offer, issue and allot upto 76,50,000 Equity warrants convertible into 76,50,000 Equity Shares on Preferential basis having face value of Rs 10/- each (where each such Equity warrants being exercisable, at the option of the holder being allotted one fully paid up equity share of Rs 10/- each) at such price including premium, being a price not less than the price calculated in accordance with SEBI Guidelines for Preferential issue (Chapter XIII of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000) and which can be convertible, in such number of options exercised by the holder of such Equity warrants, in one or more lots, at the option of the holder of such Equity warrants, into equity shares within a period not exceeding eighteen months (18 months) from the date of issue of Equity warrants in accordance with SEBI (DIP) Guidelines to the following allottee(s) as detailed herein below:
i. Name of the Allottee : Somerset India Fund (Non-Promoter)
Maximum No. of equity warrants to be allotted : 21,00,000
ii. Name of the Allottee : Matterhorn Advisory Singapore Pte. Ltd. (Non-Promoter)
Maximum No. of equity warrants to be allotted : 21,00,000
iii. Name of the Allottee : Sunspark Securities Pvt Ltd (Non-Promoter)
Maximum No. of equity warrants to be allotted : 10,00,000
iv. Name of the Allottee : Master Trust Ltd (Non-Promoter)
Maximum No. of equity warrants to be allotted : 3,00,000
v. Name of the Allottee : Mr. Dhiraj Saluja (Promoter)
Maximum No. of equity warrants to be allotted : 10,66,851
vi. Name of the Allottee : Mrs. Reema Saluja (Promoter)
Maximum No. of equity warrants to be allotted : 10,83,149
3. Authority to the Board of Directors of the Company for borrowing from time to time, as they may think fit, any sum or sums of monies which together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company?s Bankers in the ordinary course of business), may exceed at any time, the aggregate of the paid up capital of the Company and its free reserves (that is to say reserves, not set apart for any specific purpose), by a sum not exceeding Rs 5000.00 Crores (Rs Five Thousand Crores Only) and that the Board of Directors of the Company be and is hereby authorized to arrange, accept, alter or fix the terms and conditions of all such monies to be borrowed from time to time, as to interest, repayment, creation of security(ies) or otherwise, as they may think fit, subject to necessary provisions & approvals.
4. Authority to the Board of Directors of the Company to create mortgage and / or charge on all movable or immovable properties of the Company wheresoever situated, present and future, the whole or substantially the whole of the undertaking(s) of the Company for securing any borrowing(s) or financial assistance not exceeding Rs 5000 crores (Rs Five Thousand Crores only) by way of loans / limits (whether in foreign currency and / or in Indian Currency), subject to necessary provisions & approvals.
5. Approval for Alteration in the Articles of Association of the Company to insert clauses related to :
(i) passing of Resolution(s) through Postal Ballot subject to the provisions of Section 192A of the Companies Act, 1956 read with Companies Passing of the Resolution by Postal Ballot) Rules, 2001.
(ii) To hold Board or Committee Meetings by means of video or tele-conferencing subject to the provisions of the Companies Act, 1956 and / or any other necessary laws / regulations etc. as may be applicable and as amended from time to time.
6. Approval to increase the limit of investments by Foreign Institutional Investors
including their sub-accounts (”the FIIs”), in the shares or debentures convertible into shares of the Company to 40 (Forty) percent of the paid up equity share capital or paid up value of the respective series of the convertible debentures of the company as may be applicable.
Tags: SEL Manufacturing