Godrej Industries Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on July 29, 2008, to consider buyback of equity shares subject to approval of shareholders in the Annual General Meeting of the Company scheduled on the same day for amendment of Articles of Association of the Company permitting the Company to buyback its shares.
Godrej Industries Ltd has informed BSE that the members of the Company by way of Postal Ballot have passed the following special resolutions with requisite majority:
1. Sale of investment and business in Godrej Global Solutions Ltd.
2. Amendment of Articles of Association of the Company to increase the maximum number of Directors from 15 Directors to 18 Directors.
Godrej Industries Ltd has announced the following Audited results for the year ended March 31, 2008:
The Company has posted a net profit of Rs 1088.10 million for the year ended March 31, 2008 as compared to Rs 780.60 million for the year ended March 31, 2007. Total Income has increased from Rs 7295.80 million for the year ended March 31, 2007 to Rs 7879.70 million for the year ended March 31, 2008.
The consolidated results for the Year ended March 31, 2008
The Group has posted a net profit of Rs 1678.20 million for the year ended March 31, 2008 as compared to Rs 588.90 million for the year ended March 31, 2007. Total Income has increased from Rs 24123.70 million for the year ended March 31, 2007 to Rs 30057.80 million for the year ended March 31, 2008.
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.
Godrej Industries Ltd has informed BSE that the Board of Directors of the Company has by circular resolution accorded its consent to sell the business of Godrej Global Solutions Ltd and the entire shareholding to Tricom India Ltd on the following terms and conditions:
a. Rs 6,50,00,000/- (Rupees Six Crore Fifty Lac 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 is secured by 7 (Seven) Post dated cheques covering the principal and interest amounts.
The aforesaid approval is subject to the approval of shareholders.
Godrej Industries Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on May 28, 2008, inter alia, to consider the following:
1. To consider and approve the audited financial results for the year ended March 31, 2008;
2. To consider and recommend dividend, if any, for the year ended March 31, 2008.
Further the Company has inform that, since the Company is publishing the audited financial results within three months from the end of the year, it will not be publishing the unaudited results for the last quarter.
Godrej Industries Ltd has informed BSE that the members of the Company by way of Postal Ballot have passed the Special Resolution relating to further invest in securities of and / or place intercorporate deposits with and / or invest in debentures of and / or give guarantee(s) to and / or make loans or any other form of debt to and / or investment in Godrej Consumer Products Ltd, under Section 372A of the Companies Act, 1956, upto a sum of Rs 360 Crore, with requisite majority.
Godrej Industries Ltd has informed BSE that in the limited review report of the Company for the quarter ended December 31, 2007, the Auditors of the Company have made the following observations:
“The recoverability of advances given to certain individuals amounting to Rs 1033 lac is contingent upon the transfer and / or disposal of the shares pledged against the loan. The said shares were lodged for transfer, which application was rejected and the Company has preferred an appeal to the Company Law Board. The impact thereof on the profit for the quarter could not be ascertained.”