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| Exchange Disseminated Time | Alps Industries Ltd has informed BSE that the members at the 37th Annual General Meeting (AGM) of the Company held on December 11, 2009, inter alia, have also accorded to the following, except the point no. 2:
1. Adotpion of the Directors’ Report and the Audited Balance Sheet and Profit & Loss account for the 15 months ended June 30, 2009 along with Auditors’ Report thereon.
2. Mr. Rakesh Gupta, Director, retiring by rotation at this Annual General Meeting shall not be reappointed as a Director under section 256 and other applicable provisions of the Companies Act, 1956, and that no other person shall be appointed for this vacancy in his place in this meeting.
(The Chairman declared the resolution regarding reappointment of Rakesh Gupta was defeated on show of hands due to the opposition by majority of members present and voting at the meeting.)
3. Re-appointment of M/s. P. Jain & Co., Chartered Accountants as Statutory Auditors of the Company till the conclusion of the next Annual General Meeting, on remuneration, terms & conditions.
4. Re-appointment of Mr. Prabhat Krishna, Mr. Tilak Raj Khosla as Directors of the Company, liable to retire by rotation.
5. Appointment of Mr. P. K. Rajput as Executive Director of the Company for a period of three years w.e.f. July 28, 2009, on remuneration, terms & conditions.
6. Preferential Allotment of 91.00 Lacs Equity Shares and Quasi Equity Instruments (Optionally Cumulative Convertible Preference Shares & Cumulative Convertible Preference Shares & Cumulative Redeemable Preference Shares) of the Company in terms of Corporate Debt Restructuring (CDR) Scheme of the Company:-
- Authority to the Board to create, offer, issue and allot as specific below at a price to be decided in accordance with chapter XIII (Guidelines for Preferential Issues) of the SEBI (Disclosure and Investor Protection) Guidelines,2000, as amended from time to time, based on the relevant date i.e. August 31, 2009 which is the date of approval of Corporate Debt Restructuring (CDR) Scheme by concerned authorities / banks with respect to equity shares issued on preferential basis only, to all or anyone or more combinations of members / shareholders, promoters or their relatives & associates, Directors, Body Corporate, Independent Entities, (including Non-resident Indians, Foreign Nationals and / or any other categories of persons, bankers, institutions, any other lenders (secured or unsecured) or claimant under unpaid derivative losses and MTM derivative losses or Foreign Exchange losses, authorities or otherwise, whether or not such investors are members of the Company, in such manner and in such number as deemed fit by the Board in consultation with the concerned authorities and on such terms and conditions including as to mode of payment, security, rate of interest, conversion and other matters, rights and privileges as may be decided by the Board in its absolute discretion in consultation with the lenders / claimant bankers and in the best interest of the Company at the time of such offer, issue or allotment, on such terms as permitted by law and as deemed appropriate by the Board, on preferential basis, to the following promoters /associates of promoters/ Independent Entities, subject to necessary provisions & approvals.
7. Increase in Authorised Share Capital from Rs. 52.00 Crores to Rs. 183.00 Crores:
- Increase Authorized Share Capital of the Company be modified to the extent from Rs. 52.00 Crores to Rs. 183.00 Crores instead of Rs. 52.00 Crores to Rs. 410.00 Crores & consequential amendment in the Memorandum & Articles of Association of the Company.
8. Approval u/s. 293(1)(a) of the Companies Act, 1956 for sale of some of the Assets of the Company in terms of Corporate Debt Restructuring (CDR) Scheme of the Company:
- Authority to the Board to deal, negotiate and dispose off the land, building, plant & machineries and all other moveable and immovable fixed assets of the Company's units situated at B-2 Loni Road Industrial Area, Opp. Mohan Nagar, Ghaziabad, Uttar Pradesh, 57/2 & 58/1, Site IV Industrial Area, Sahibabad, Ghaziabad, Uttar Pradesh, and B- 160 & 161, Industrial Estate, Mettupalayam, Pondicherry and any other place of business of the Company, in consultation with the lenders in the best interest of the Company.
9. Powers to mortgage the Fixed Assets of the Company.
- Authority to the Board for mortgaging and / or charging by the Board of Directors of the Company on first charge basis in favor of financial institutions and / or banks, on second charge basis in favor of financial institutions / banks, and on exclusive charge basis in their favor as may be called for, all the immovable &movable properties of the Company, whosesoever situated, present & future and the whole of the Undertaking of the Company except that banks shall have first charge as agreed between the lender and the Company on movable stocks, current assets whether receivable loans and advances, actionable claims owned by the Company, to or in favor of the following financial institutions and banks for the financial assistance presently provided by them, detailed as under and any other bank / financial institutions for financial assistance to be provided by them in future:
A. On first Pari Passu Charge Basis: For the Term Loans / Corporate Loans:
1. Name of Banks: Industrial Development Bank of India Ltd
- Amount to be secured by the charge: 16.50
2. Name of Banks: State Bank of India
- Amount to be secured by the charge: 128.71
3. Name of Banks: State Bank of Patiala
- Amount to be secured by the charge: 101.50
4. Name of Banks: Syndicate Bank
- Amount to be secured by the charge: 40.46
5. Name of Banks: The Jammu & Kashmir Bank Ltd
- Amount to be secured by the charge: 30.00
6. Name of Banks: State Bank of Mysore
- Amount to be secured by the charge: 50.00
7. Name of Banks: State Bank of Indore
- Amount to be secured by the charge: 50.00
8. Name of Banks: State Bank of Hyderabad
- Amount to be secured by the charge: 40.00
9. Name of Banks: Punjab National Bank
- Amount to be secured by the charge: 60.00
10. Name of Banks: UCO Bank
- Amount to be secured by the charge: 28.00
11. Name of Banks: Export Import Bank of India
- Amount to be secured by the charge: 15.00
12. Name of Banks: HSBC Ltd
- Amount to be secured by the charge: 25.00
13. Name of Banks: State Bank of Bikaner & Jaipur
- Amount to be secured by the charge: 20.00
B. On Second pari-passu Charge Basis: For Working Capital Facilities:
1. Name of Banks: State Bank of India
- Amount to be secured by the charge: 239.00
2. Name of Banks: State Bank of Bikaner & Jaipur
- Amount to be secured by the charge: 15.00
3. Name of Banks: State Bank of Hyderabad
- Amount to be secured by the charge: 28.00
4. Name of Banks: State Bank of Mysore
- Amount to be secured by the charge: 30.00
5. Name of Banks: Standard Chartered Bank
- Amount to be secured by the charge: 25.00
6. Name of Banks: State bank of Patiala
- Amount to be secured by the charge: 32.00
7. Name of Banks: Punjab National Bank
- Amount to be secured by the charge: 15.00
and future loans Sanctioned / lent by the above banks / financial Institutions to the Company or to he sanctioned or lent by institutions / banks subject to the overall limits of Rs. 1500.00 Crores, together with interest thereon at the respective agreed rates, compound / further / additional interest, liquidated damages, commitment charges, and all other monies as payable by the Company to financial institutions / Banks under their respective heads as per agreement / letter of sanction / memorandum of terms and conditions entered into / to be entered into by the Company in respect of the said financial assistance, subject to necessary provisions & approvals.
8. Approval for necessary Compliance u/s 23 of Sick Industrial Companies (Special Provisions) Act, 1985.
- Adoption of the Report of the Board of Directors of the Company on more than fifty percent erosion in the peak net worth of the Company during the immediately preceding four financial years i.e. from F.Y. 2004-05 to F.Y. 2007-08 amounting to Rs. 29764.93 Lakhs by the accumulated losses of the Company as on June 30, 2009 amounting to Rs. 22742.05 Lakhs, circulated to the Members of the Company alongwith the Notice for the AGM. |
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