Vishal Cotspin Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on March 24, 2008, inter alia, to transact the following business:
I. To increase and re-classified the Authorized Share Capital of the Company from Rs 9,00,00,000/- (Rupees Nine Crore Only) divided into 90,00,000/-(Ninty Lakhs Only) Equity Shares of Rs 10/- (Rupees Ten) each to Rs 11,00,00,000/- (Rupees Eleven Crore Only) divided into 35,00,000 equity shares of Rs 10/- each amounting to Rs 3,50,00,000/- and 75,00,000/- Redeemable Preference shares of Rs 10/- each amounting to Rs 7,50,00,000/- and consequential amendments in the Memorandum of Association of the Company.
II. To issue and allot upto 70,00,000 9% cumulative redeemable Preference Shares of Rs 10/- each at par in one or mote trenches upon such terms and conditions as may be determined by the Board of Directors.
1. Face Value - the nominal or face value of each preference share be Rs 10/-
2. Premium value - No premium shall be paid on issue of the preference shares
3. Convertibility -The preference shares shall be non convertible in nature.
4. Fixed Dividend Rate - the fixed annual dividend rate for the preference shares will be 9% of the nominal value of the preference shares, payable on a fiscal-year basis in arrears on the 1st April of each year. Fixed dividends for partial years will be pro-rated.
5. Term - the term of the preference shares shall be 20 years from the date of issuance.
6. Redemption - Preference shares shall be redeemable at any time. In any event, however, preference shares must be redeemed before the end of their 20 years term.
7. Cumulative Rights - the preference shares will be cumulative in nature in as much that dividend not paid in any year shall be liable to be paid in future years on availability of sufficient profits.
8. Participation Right - the holders of the preference shares will not be entitled to (i) to receive dividends out of the profits of the Company in addition to the fixed dividends of 9% or (ii) to receive a share of any surplus assets as part of the winding up of the Company.
9. Voting Rights - the voting rights of the preference shares shall be as provided in Section 87 of the Companies Act, 1956. That is, holders of preference shares will generally not have a right to vote. The holders of preference shares, however, will be able to vote on shareholder resolutions that directly affect their rights under the preference shares, and in certain circumstances following the failure to pay fixed dividends, they will be able to vote on all shareholder resolutions.