Gontermann Peipers India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 30, 2008, inter alia, has transacted the following:
1. Recommended equity dividend of 15% for the year ended March 31, 2008, subject to necessary approvals.
2. Recommended payment of preference dividend on the Cumulative Preference Shares (COCRPS) for the year ended March 31, 2008 subject to necessary approvals.
Gontermann Peipers India Ltd has informed BSE that the Company will publish Audited Financial Results for the year ended March 31, 2008 within the stipulated period of 3 months from the end of the last quarter for the Financial Year 2007-08.
Further, the Company will not be publishing the Unaudited Financial Results for the quarter ended March 31, 2008.
Gontermann Peipers India Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on March 07, 2008, inter alia, have unanimously approved the following:
1. To issue, offer and allot, in course of one or more public and / or private offerings in domestic and / or one or more International markets any securities including Global Depository Receipts (”GDRs”) and / or American Depository. Receipts (”ADRs”), Foreign Currency Convertible Bonds (”FCCBs”), Secured Premium Notes (”SPNs”) and / or any other financial instruments convertible into equity shares or linked to equity shares, preference shares whether Cumulative / Redeemable / Convertible the option of the Company and / or the option of the holders of such securities and / or securities linked to equity shares / preference shares and / or any instrument or securities representing convertible securities such as convertible debentures, bonds or warrants or such similar instruments convertible into Depository Receipts with underlying equity shares & equity shares / preference shares, (”Securities”) to be subscribed by foreign / domestic investors / institutions / Non-resident Indians and / or companies / corporate bodies / entities whether incorporated in India or abroad including mutual funds, banks, insurance companies, pension funds and / or individuals or otherwise whether or not such persons /entities / investors are Members of the Company as may be deemed appropriate by the Board and permitted under applicable laws and regulations up to an aggregate amount not exceeding US$ 50 Million (US Dollars Fifty Million) or equivalent with Green Shoe Option, as may be applicable, whether in Indian currency or foreign currency inclusive of such premium as may be fixed on such securities by offering such securities in one or more countries through public offer and / or offer letter and / or circular and / or information memorandum and / or such other documents / writings and such issue and allotment to be made at such time or times in one or more tranches, at such price or prices and on such terms and conditions and in such manner as the Board may in its absolute discretion think fit in consultation with the Lead Managers Underwriters, Advisors or other intermediates, subject to necessary provisions & approvals.
2. Variation in the terms of remuneration paid/payable to Mr. L K Poddar, Managing Director of the Company with effect from April 01, 2007, for the residual period of his appointment.
3. Appointment of Mr. Jaydeb Barman as Executive Director of the Company with effect from October 16, 2007 to July 31, 2011.
4. Powers to the Board of Directors to borrow and mortgage upto a limit of Rs 1000 Crores under section 293(1)(d) and Section 293(1)(a) of the Companies Act, 1956 respectively.
Gontermann Peipers India 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:
“1. Sales are net of claims aggregating to Rs 21.23 lacs for the quarter ended December 31, 2007 hut include foreign exchange fluctuation Rs 46.01 lacs.
2. Leave and gratuity liabilities are provided on estimated basis.
3. In determining the Segment results, joint expenses are allocated to the two business segment of the Company by the management on percent basis which in the opinion of the management is reasonable, as both the products are manufactured in combined Facilities and sold by the combined sales force however all other segment expenses are directly attributable to the segments.
The basis of allocation of joint expenses is not comparable with that during the corresponding period in the previous year.
Such changes can have a significant impact on the segment information reported, but will not change aggregate financial information. The financial impact of such change on segment information is not reasonably determinable.”
Gontermann Peipers India Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on March 07, 2008, inter alia, to transact the following:
1. To issue, offer and allot, in course of one or more public and / or private offerings in domestic and / or one or more International markets any securities including Global Depository Receipts (”GDRs”) and / or American Depository. Receipts (”ADRs”), Foreign Currency Convertible Bonds (”FCCBs”), Secured Premium Notes (”SPNs”) and / or any other financial instruments convertible into equity shares or linked to equity shares, preference shares whether Cumulative / Redeemable / Convertible the option of the Company and / or the option of the holders of such securities and / or securities linked to equity shares / preference shares and / or any instrument or securities representing convertible securities such as convertible debentures, bonds or warrants or such similar instruments convertible into Depository Receipts with underlying equity shares & equity shares / preference shares, (”Securities”) to be subscribed by foreign / domestic investors / institutions / Non-resident Indians and / or companies / corporate bodies / entities whether incorporated in India or abroad including mutual funds, banks, insurance companies, pension funds and / or individuals or otherwise whether or not such persons /entities / investors are Members of the Company as may be deemed appropriate by the Board and permitted under applicable laws and regulations up to an aggregate amount not exceeding US$ 50 Million (US Dollars Fifty Million) or equivalent with Green Shoe Option, as may be applicable, whether in Indian currency or foreign currency inclusive of such premium as may be fixed on such securities by offering such securities in one or more countries through public offer and / or offer letter and / or circular and / or information memorandum and / or such other documents / writings and such issue and allotment to be made at such time or times in one or more tranches, at such price or prices and on such terms and conditions and in such manner as the Board may in its absolute discretion think fit in consultation with the Lead Managers Underwriters, Advisors or other intermediates, subject to necessary provisions & approvals.
2. Revision in the terms of remuneration paid or payable to Mr. L K Poddar, Managing Director of the Company with effect from April 01, 2007, on terms & conditions.
3. Appointment of Mr. Jaydeb Barman as Executive Director of the Company with effect from October 16, 2007 to July 31, 2011, on remuneration, terms & conditions.
4. To the creation of mortgage and / or charge, in addition to the mortgages / charges created / to be created by the Company, in such form and manner and with such ranking and at such time and on such terms as the Board may determine, on all or any of the moveable and / or immovable properties of the Company, both present and future and / or the whole or any part of the undertaking(s) of the Company together with the power to take over the management of the business and concern of the Company in certain events in favour of the Lender(s) / Security Holder(s) / Agent(s) / Trustee(s) for securing the borrowings of the Company availed / to be availed by way of cash credit, advances or deposits, loan(s) (in foreign currency and / or rupee currency), bill discounting and Securities (comprising fully / partly Convertible Debentures including Optionally Fully Convertible Debentures and / or Non Convertible Debentures with or without detachable or non-detachable Warrants and / or secured premium notes and / or floating rates notes / bonds or other secured debt instrument(s) including Foreign Currency Convertible Bonds issued / to be issued by the Company, from time to time, subject to the limit of Rs 1000 crores (Rupees One Thousand Crores only) together with interest thereon at the respective agreed rates, additional interest, compound interest, in case of default, accumulated interest, liquidated damages, commitment Charges, premia on pre-payment, remuneration of the Agent(s) / Trustees, premium (if any) on redemption, all other costs, charges and expenses, including any increase as a result of devaluation / revaluation / fluctuation in the rates of exchange and all other monies payable by the Company in terms of the Loan Agreement(s) / Heads of Agreement(s) / Arrangements, Debenture Trust Deed(s) or any other document, entered into / to be entered into between the Company and the Lender(s) / Security Holder(s) / Agent(s) and Trustee(s) in respect of the said loans / borrowings / debentures, etc. and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board or Committee thereof and the Lender(s) / Security Holder(s) / Agent(s) / Trustee(s), subject to necessary provisions & approvals.
5. To borrow any sum or sums of money from time to time both in, Indian Currency and in Foreign Exchange for the purpose of the business of the Company subject to obtaining necessary approvals from the Reserve Bank of India and / or any other statutory authority(ies) as may be necessary, notwithstanding that the moneys borrowed together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) will or may exceed 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, so that the total amount up to which the moneys may be borrowed by the Board of Directors and outstanding at any time shall not exceed the sum of Rs 1000 Crores (Rupees One Thousand Crores Only) exclusive of interest and the Board of Directors may for the, implementation of this resolution act through any member or committee of members thereof or any other person Authorised by it in this behalf, subject to necessary provisions & approvals.