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| Exchange Disseminated Time | Mirza International Ltd has informed BSE that an Extra ordinary General Meeting (EGM) of the members of the Company will be held on March 29, 2007, inter alia, to transact the following:
1. To create, issue, offer or allot equity shares in one or more private or public offerings and whether in domestic or any other international market(s) and whether by way of direct issue and allotment of new additional equity shares or in the form of depository receipts whether Global Depository Receipts or American Depository Receipts or Foreign Currency Convertible Bonds (FCCBs) or any other form of receipts or American Depository Shares or bonds / debentures, convertible into equity shares, whether expressed in foreign currency or Indian Rupees or otherwise and such bonds / debentures convertible into equity shares may be either at the option of the Company or at the option of the holders thereof or whether compulsory convertible into equity shares linked to equity share, with or without detachable or non detachable warrants at the option of the warrant holders to subscribe to equity shares and / or any other form of instrument(s) or securities representing either equity shares and / or convertible securities linked to equity shares ("Securities"), to investors (whether residents and / or non-residents and / or strategic investors and / or institutions and / or banks and / or incorporated bodies and / or individual and / or trustees or otherwise and whether or not such investors are members of the Company), through prospectus and / or offer letter or circular and / or on private / preferential placement basis and / or Qualified Institutional Placements, subject to such conditions as the Board may consider appropriate to prescribe as part of terms thereof in consultation with arrangers and consultants retained for the purpose for an aggregate amount up to US$ 50 millions or equivalent thereof in Indian and / or any other currency(ies), as the case may be, (including the additional or further Securities issued pursuant to the Green Shoe Option) such Issues and allotment to be made at such time or times, in one or more tranche(s) at such price or prices, at a discount, equal to or at a premium to market price or prices, in such manner and where necessary, in consultation with the lead managers and / or underwriters and / or other advisors, or otherwise or such terms and conditions as the Board may, in their absolute discretion, decide at the time of the issue, subject to necessary provisions & approvals.
2. For investments by Foreign Institutional Investors Including their sub-accounts ("FIIs") and by Non Resident Indian Investors ("NRIs") in the equity share capital of the Company (including by way of subscription to or acquisition of equity shares / depository receipts or any other financial instrument), either by direct investment or by purchase or otherwise by acquiring from the market under portfolio investment scheme under FEMA, subject to the condition that the total holding of all FIIs and NRIs put together shall not exceed the overall limit of 49% of the total paid-up equity capital of the Company, subject to necessary provisions & approvals.
3. For Sub-dividing the Equity shares of the Company including the paid up shares, such that the Equity shares of the Company of the face value of Rs 10/- each be sub-divided into five equity shares of the Company of the face value of Rs 2/- each, with effect from the 'Record Date' to be determined by the Board for this purpose, subject to necessary provisions & approvals.
4. To change the composition of present Authorised capital of the Company of Rs 45,00,00,000 divided in 2,50,00,000 equity shares of Rs 10/- each and 20,00,000 Preference Shares of Rs 100/- each to 22,50,00,000 Equity shares of Rs 2/- each.
Further resolved that, to alter the Memorandum of Association of the Company by substituting the existing Clause V as under:
"V. The Authorised Share Capital of the Company is Rs 45,00,00,000/- divided into 22,50,00,000 Equity shares of Rs 2/- each with power to increase or reduce the same. The Company shall have power to increase or reduce its capital, sub-divide or consolidate its share capital for the time being into several classes of shares." |
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