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| Exchange Disseminated Time | Maral Overseas Ltd has informed BSE that the members at the 18th Annual General Meeting (AGM) of the Company held on September 29, 2007, inter alia, have accorded to the following:
1. Adoption of the Profit & Loss Account for the period ended March 31, 2007 and the Balance Sheet as on that date of the Company and the report of the Directors and Auditors thereon.
2. Re-appointment of Mr. D N Davar & Dr. Kamal Gupta, as Directors of the Company, liable to retire by rotation.
3. Re-appointment of M/s. Doogar & Associates, Chartered Accountants, New Delhi and M/s. Ashim & Associates, Chartered Accountants, New Delhi, as Auditors of the Company, on remuneration to be fixed by Board of Directors.
4. Authority to the Board of Directors of the Company for creation of such mortgages and charges in addition to the existing mortgages and charges and hypothecations created by the Company as the Board may direct on the assets of the Company both present and future and the whole of the undertaking of the Company and/or conferring power to enter upon and take possession of the assets of the Company in certain events to or in favour of:
- State Bank of Hyderabad in connection with Corporate Loan of Rs 7.50 crore
- Canara Bank in connection with Term Loan of Rs 7.50 crore
- The Jammu & Kashmir Bank Ltd in connection with Corporate Loan of Rs 10.00 crore
- The Jammu & Kashmir Bank Ltd in connection with its Term Loans aggregating to Rs 10.31 crore ('lenders') together with interest thereon at the respective agreed rates, compound interest, additional interest, liquidated damages, commitment charges, premia on pre-payment or on redemption, costs, charges, expenses and other monies payable by the Company to the lenders under the Loan Agreements entered into by the Company in respect of the said borrowings.
5. Altering the Authorised Share Capital as under & and consequential amendments in the Memorandum & Articles of Association of the Company:
(i) Cancellation of 10,00,000 Cumulative Redeemable Preference Shares of Rs 100/- each aggregating to Rs 10,00,00,000/ (Rupees Ten Crore only).
(ii) Creation of 1,00,00,000 Equity Shares of Rs 10/- each aggregating to Rs 10,00,00,000/- (Rupees Ten Crore only).
6. Clause v of the Memorandum of Association of the Company be substituted as follows:
v. The Authorised Share Capital of the Company is Rs 55,00,00,000/- (Rupees Fifty Five Crore only) divided into 4,00,00,000 Equity Shares of Rs 10/- (Rupees Ten only) each aggregating to Rs 40,00,00,000/- (Rupees Forty Crore only) and 15,00,000 Cumulative Redeemable Preference Shares of Rs 100/- (Rupees Hundred only) each aggregating to Rs 15,00,00,000/- (Rupees Fifteen Crore only).
7. Article 3 of the Articles of Association be substituted by the following:
3. The Authorised Share Capital of the Company is Rs 55,00,00,000/- (Rupees Fifty Five Crore only) divided into 4,00,00,000 Equity Shares of Rs 10/- (Rupees Ten only) each aggregating to Rs 40,00,00,000/- (Rupees Forty Crore only) and 15,00,000 Cumulative Redeemable Preference Shares of Rs 100/- each (Rupees Hundred only) aggregating to Rs
15,00,00,000/- (Rupees Fifteen Crore only). The Company shall have the power to increase, consolidate, sub-divide, reduce or otherwise alter its share capital subject to the provisions of the Act.
8. Authority to the Board to offer create, issue and allot fully paid up equity shares by way of a offering to the existing members of the Company on Rights basis ("Securities"), as the Board at its sole discretion or in consultation with, the Merchant Banker(s), Legal Advisors or other intermediaries that may be appointed / consulted for this purpose, may at any time decide, by way of one or more offerings in the Domestic market after adhering to the relevant Guidelines issued by the Securities and Exchange Board of India or all other relevant Statutory / Regulatory Authorities and at such time or times and in one or more tranches, resulting in the issue of Equity Shares of face value of Rs 10/- (Rupees Ten) each, of such number and at such premium as the Board may, in consultation with the Merchant Banker(s), decide on such terms and conditions including the number of Securities to be issued, the ratio of Securities to be offered, fixing of record date etc. ("Issue"), provided the total issue size (including the premium, if any, to be charged on issue of such securities) be limited to Rs 22,00,00,000 (Twenty Two crore only), subject to necessary provisions & approvals. |
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