Hacked by islam_Bey imhatimi.org

Dhandapani Finance Ltd has informed BSE that the Company has redeemed the Redeemable Optionally Convertible Preference Shares (ROCPS) amounting to Rupees Twenty Two Crores Twenty Six Lacs held by D. B. Zwirn Mauritius Trading No. 2 Ltd (DBZ) in the Company on June 30, 2008. The ROCPS had a face value of Rs 10 each and were issued and allotted to DBZ on February 12, 2007. The preference shares have been redeemed at face value of Rs 10 each.

The redemption of the ROCPS was approved by the Board of Directors of the Company at the Board Meeting held on May 26, 2008.

The ROCPS have been redeemed out of the proceeds of fresh issue of Redeemable Preference Shares (RPS) having a face value of Rs 10 each to Zwirn Pragati Capfin Pvt Ltd to the extent of Twenty Two Crores Twenty Six Lacs, for the purpose of the redemption of the existing ROCPS. The issue of the RPS was approved by the Board of Directors of the Company at its meeting held on May 26, 2008 and was approved by the shareholders of the Company at the Extraordinary General Meeting held on June 21, 2008.

Dhandapani Finance Ltd has informed BSE that the results of the Postal Ballot to Sale of the Company, including all its tangible & intangible assets and non-tax liabilities, by way of a slump sale, as defined in the Income Tax Act 1961, to Swirn Pragati Capfin Pvt Ltd, an NBFC with its Registered Office in Amritsar and Corporate Office in Delhi (ZP), through appropriate business transfer agreements and any ancillary document related thereto for a consideration of not less than Rs 41,00,00,000/- (Rupees Forty One Crores Only), and on such terms and conditions as may be decided by the Board of Directors of the Company and subject to negotiation with the Board of ZP. Accordingly this to be conducted through Postal Ballot process under section 192A (2) of the Companies Act, 1956 read with Companies (Passing of the Resolution by Postal Ballot), Rules, 2001. These rules enable the shareholders to vote on the matters specified in the rules without attending the General Meeting of the Company.

Dhandapani Finance Ltd has informed BSE that further to the resolution passed in the Board Meeting held on May 26, 2008 with respect to issue of Redeemable Preference Shares to Zwirn Pragati Capfin Pvt Ltd, the Board in its meeting held on July 05, 2008, has considered the following:

1. The Board took on record the approval of Shareholders, by way of passing a special resolution, for the Issue and Allotment or Redeemable Preference Shares (RPS) to the extent of Rs 23 Crores to Zwirn Pragati Capfin Pvt Ltd (ZP) at the EGM held on June 21, 2008.

2. The Chairman declared that an application has been made to the regulatory authority on June 24, 2008 for taking its approval for the issue of the Redeemable Preference Shares (RPS) to Zwirn Pragati Capfin Pvt Ltd. However, the approval has not yet given for the issue of preference shares. The Board decided that the RPS would be alloted at a Board Meeting to be convened after the approval is received by the Company from the regulatory authority.

Dhandapani Finance Ltd has informed BSE that in terms of the resolution passed by the Board of Directors on June 23, 2008, the Company intend to extend the financial year for 2007-08 by six months due to the followings reasons:

a. Company proposed to sell its business, including assets, non-tax liabilities, brand, goodwill and transfer its branch network, lease and personnel by way of slump sale on a going concern basis as decided by the Board on June 09, 2008. The Company has started the postal ballot process and result of the voting by postal ballot will be announced on July 11, 2008, which falls after the financial year closing on June 30, 2008.

b. Some of the Senior Management Personnel including CFO and Company Secretary who were in charge of the accounts & finance department, left the Organization.

In order to provide a true and fair view to the balance sheet and proper disclosure of state of affairs to stake holders, Board has decided to extend the period of annual accounts for the financial year 2007-08 by six months to end on September 30, 2008, subject to approval of the regulatory bodies. The Company have filed the necessary application with ROC and intimation has already been send to RBI.

Dhandapani Finance Ltd has informed BSE that that the members of the Company will consider to approve by way of Postal Ballot the Ordinary Resolution relating to transfer, sell and / or dispose off the business of the Company, including all its assets, non tax liabilities, brand and goodwill, and transfer its branch network, leases and personnel, by way of a slump sale of its business on a going concern basis, as defined in the Income Tax Act, 1961, to Zwirn Pragati Capfin Pvt Ltd (”ZP”), through appropriate business transfer agreement to be executed between the Company and ZP and any ancillary document related thereto for a consideration of not less than Rs 41,00,00,000/- (Rupees Forty One Crores Only), and on such terms and conditions as may be decided by the Board of Directors of the Company after negotiations with the Board of ZP, subject to neecessary provisions & approvals.

Dhandapani Finance Ltd has informed BSE that the shareholders at the Extra Ordinary General Meeting (EGM) of the Company held on June 21, 2008, have approved the issuance of Redeemable Preference Shares (RPS) on preferential allotment basis to the extent of Rs 23 Crores to Zwirn Pragati Capfin Pvt Ltd. The objective of the issue is to redeem the Redeemable Optionally Convertible Preference Shares held by D B Zwirn Mauritius Trading No. 2 Ltd in the Company.

Dhandapani Finance Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 09, 2008, has approved the following:

1. Sale of the business of the Company, including all its tangible & intangible assets and non-tax liabilities, by way of a slump sale, as defined in the Income Tax Act, 1961, to Zwirn Pragati Capfin Pvt Ltd, an NBFC with its Registered Office in Amritsar and Corporate Office in Delhi (ZP), through appropriate business transfer agreements and any ancillary document related thereto for a consideration of not less than Rs 41,00,00,000/- (Rupees Forty One Crores Only), and on such terms and conditions as may be decided by the Board of Directors of the Company and subject to negotiation with the Board of ZP. Further, the approval of the shareholders for the slump sale would be taken by a Postal Ballot.

2. The Board decided that because of the drastic deterioration of the capital market conditions in India since the filing of the Draft Letter of Offer with the Securities and Exchange Board of India in December, 2007 for the proposed rights issue of the Company, the possibility of the rights issue being successful has reduced considerably and the rights issue in all probability will not be able to achieve its objectives. The Board of Directors decided that they would withdraw the rights issue and would not go ahead with it. Further, Mr. Ravichandran and Mr. Nagarajan, Directors of the Company were authorised to inform the merchant banker for the issue, centrum Capital Ltd, the decision of the Board and take all steps that may be necessary for the withdrawal of the rights issue

3. Appointment of Mr. Tseng Hung Yan as Alternate Director to Mr. Shing Yan Chan, in the place of Ms. Angela Ka Yee Chun, with effect from June 12, 2008.

Dhandapani Finance Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on June 09, 2008, inter-alia, to consider the following:

1. Sale of the business of the Company, including all its assets, liabilities, brand and goodwill, by way of a slump sale to Zwirn Pragati Capfin Pvt Ltd (ZPL), at a value decided by the Board taking into account the valuation by an independent valuer appointed by ZPL for this purpose in such manner as may be mutually agreed to by the Board of Directors of the Company and the Board of Directors of ZPL.

2. To consider the status and the way forward with regard to the proposed rights issue of the Company.

3. Appointment of Mr. Tseng Hung Yan as Alternate Director to Mr. Shing Yan Chan, in the place of Ms Angela Ka Yee Chun, with effect from June 12, 2008.

Dhandapani Finance Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 26, 2008, inter alia, has approved the following:

1. Issuance of Redeemable Preference Shares (RPS) on preferential allotment basis to the extent of Rs 23 Crores to Zwirn Pragati Capfin Pvt Ltd.

2. Issuance of Compulsorily Convertible Preference Shares (CCPS) on preferential allotment basis to the extent of Rs 2.5 Crores to D B Zwirn Mauritius Trading No. 2 Limited, or any of its affiliates, associated or group Companies or any of the subsidiaries of D B Zwirn Special Opportunities Fund, Ltd.

3. Issuance of Compulsorily Convertible Preference Shares (CCPS) on preferential allotment basis to the extent of Rs 2.5 Crores to Zwirn Pragati Capfin Pvt Ltd.

4. Redemption of existing Redeemable Optionally Convertible Preference Shares (ROCPS) issued on February 12, 2007 to M/s. D B Zwirn Mauritius Trading No.2 Ltd out of the proceeds of the issue of the RPS and CCPS, referred to in Clauses (1), (2) and (3) above.

5. To convene an Extra Ordinary General Meeting of the shareholders of the Company on June 21, 2008 to consider the above businesses, the notice of which is being sent to the shareholders individually.

Dhandapani Finance Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on May 26, 2008, inter alia, to consider the following:

1. Increase in Authorised Share Capital.

2. Redemption of existing Redeemable Optionally Convertible Preference Shares (ROCPS) issued on February 12, 2007 to M/s. D B Zwirn Mauritius Trading No.2 Ltd.

3. Issue of Preference shares on a preferential allotment basis for the purpose of redemption of the existing ROCPS, as per the terms of the issue and nature of the instrument, to be decided by the Board.

4. To fix the date, time and venue for Extra-ordinary General Meeting.