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| Exchange Disseminated Time | PBA Infrastructure Ltd has informed BSE that the 32nd Annual General Meeting (AGM) of the members of the Company will be held on September 29, 2006, inter alia, to transact the following:
1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2006 and Profit & Loss Account and the Reports of the Directors and Auditors thereon of the Company.
2. To declare a Dividend on Equity Shares.
3. To appoint a Director in place of Mrs Vrinda A Chapekar, who retires by rotation and, being eligible, offers herself for re-appointment.
4. To appoint M/s Ajay B Garg, Chartered Accountants, as Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on remuneration, terms and conditions.
5. Re-appointment of Mr Ramlal Wadhawan, Chairman & Managing Director, who has entered into separate Agreements dated June 06, 2005 in respect of the appointment for a tenure of 5 years each, commencing April 01, 2005, on remuneration, terms and conditions.
6. To re-appoint Mr Balkrishan Wadhawan, Vice Chairman & Jt. Managing Director, who has entered into separate Agreements dated June 06, 2005 in respect of the appointment for a tenure of 5 years each, commencing April 01, 2005, on remuneration, terms and conditions.
7. To re-appoint Mr N G Thatte, Executive Director, who has entered into separate Agreements dated June 06, 2005 in respect of the appointment for a tenure of 5 years each, commencing April 01, 2005, on remuneration, terms and conditions.
8. To re-appoint Mr N P Belani, Whole Time Director, who has entered into separate Agreements dated June 06, 2005 in respect of the appointment for a tenure of 5 years each, commencing April 01, 2005, on remuneration, terms and conditions.
9. To appoint Mr Rajesh R Wadhawan, Mr Deepak R Wadhawan, Mr Sunil R Wadhawan, sons of Mr Ramlal Wadhawan, Chairman and Managing Director of the Company, to hold an office or place of profit as Senior Executives with effect from November 01, 2005 on remuneration, terms and conditions.
10. To appoint Mr Vishal B Wadhawan and Mr Subhashchandra B Wadhawan, both sons of Mr Balkrishan Wadhawan, Vice Chairman and Jt. Managing Director of the Company, to hold an office or place of profit as Senior Executives with effect from November 01, 2005 on remuneration, terms and conditions.
11. To increase the Authorized Share Capital of the company from Rs 16,00,00,000/- divided into 1,60,00,000 Equity Shares of Rs 10/- each to Rs 25,00,00,000/- divided into 2,50,00,000 Equity Shares of Rs 10/- each by creation of 90,00,000 new equity shares of Rs 10/- each and the said new equity shares shall rank pari - passu with the existing shares of the Company and consequential amendments in the Memorandum and Articles of Association of the Company.
12. To mortgage and or charge on such terms and conditions and at such time or times, in such form and manner, as it may think fit, the whole or substantially the whole of the Company’s any one or more of the undertakings , or all the undertakings including present and / or future properties whether movable or immovable, tangible or intangible comprised in any existing or new undertaking or undertakings of the Company and / or change, in addition to the mortgage / 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 consider / determine, all or any of the movable and / or immovable properties of the Company, both present and future and / or the whole or any part of the undertakings of the Company together with the power to take over the management of the business and concern of the Company in certain events of default in favour of the agents / trustees / lenders for securing the long term, short term and medium term borrowings of the Company availed / to be availed by way of loans(s) (in foreign currency and/ or rupee currency), and securities, comprising fully / partly convertible debenture and / or non-convertible debentures with or without detachable or non-detachable warrants and / or secured premium notes and / or floating rate notes / bonds or other debt instruments) issued / to be issued by the Company / said Equity Shares as may be stipulated in that behalf and agreed to between the Board of Directors or Committee thereof and the agents and trustees / lenders / financial institutions from time to time, subject to the limits approved / as may be approved by the members under section 293(1)(d) of the Companies Act,1956 as also, the interest on the principal amounts at the respective rates, additional interest ,compound interest in case of default, accumulated interest, accumulated interest, liquidated interest commitment charges, premium on prepayment, premium, (if any) on redemption, all other costs, including any increase as a result of devaluation / revaluation / fluctuation in the rates of foreign exchange and all other monies payable by the Company in terms of agreement(s), heads of agreement, debenture trust deed(s) subject to the amounts at the respective up to a maximum limit of Rs 1,500 crores, subject to necessary provisions and approvals.
13. To invest, provide guarantee, security, and or borrow up to Rs 500 crores including loans, guarantees so far made by the company may exceeds 60% of its free Reserves and share capital and 100% of free reserve requires the consent of the members of the company be and are hereby accorded for the proposed loan / borrowing by the Company.
14. To create, offer, issue and / or allot, in the course of one or more public issue or right issue or private offerings in domestic and / or one or more international markets, such number of equity shares and / or preference shares and / or Foreign Currency Convertible Bonds and / or Global Depository Receipt (GDR) and / or American Depository Receipts (ADR) and / or such other instruments including Debentures Convertible into equity shares at the option of the Company and / or the holder(s) of such securities, and / or securities linked to Equity Shares and / or securities with or without detachable / non-detachable warrants with a right exercisable by the warrant holder to subscribe for Equity Shares, and / or warrants with an option exercisable by the warrant holder to subscribe for Equity Shares, and / or any instruments or securities representing either Equity Shares and / or convertible securities linked to Equity Shares, Convertible Debentures in one or more tranches (whether fully convertible or not and whether secured or not), (securities) to Promoters, Existing Shareholders or Directors, Employees, Indian Public, Foreign Institutional investors (FII), Mutual Funds, Financial Institutions, Banks, Insurance Companies and/or any other persons ‘or entities (Investors) ‘(whether residents and/or non-residents and / or strategic investors and / or non residents individuals and/or corporate bodies and whether or not such investors and members of the Company), through prospectus and / or offer letter or circular and / or on private / preferential placement basis for an aggregate amount of up to Rs 500 crores or its equivalent including premium such issue / offer and allotment. |
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