|
| Exchange Disseminated Time | Goldstone Technologies Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on May 31, 2007, inter alia, to transact the following business:
1. To borrow any sum or sums or money (including non fund based facilities) from time to time at their discretion, for the purpose of the business of the Company, from any one or more Banks, Financial Institutions and other persons, firms, bodies corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company's Bankers in the ordinary course of business) may, at any time, exceed upto a sum of Rs 150 crores over and above the aggregate of the then paid up capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose) and that the Board of Directors be and is hereby empowered and authorised to arrange or fix the terms and conditions of all such monies to be borrowed from time to time as to interest, repayment, security or otherwise as they may, in their absolute discretion, think fit, subject to necessary provisions & approvals.
2. To mortgage, and / or charge, in addition to the mortgages / 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 determine, on all or any of the moveable and / or immovable properties of the Company, both present and future and / or the whole or any part of the undertaking(s) 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 Lender(s), Agent(s) and Trustee(s), for securing the borrowings availed / to be availed by the Company and / or any of the Company's holding / subsidiary / affiliate / associate Company, by way of loan(s) (in foreign currency, and / or rupee currency) and Securities (comprising fully / partly Convertible Debentures and / or Non Convertible Debentures with or without detachable or nondetachable Warrants and / or secured premium notes and / or floating rates notes / bonds or other debt instruments), issued / to be issued by the Company, from time to time, subject to the limits approved under Section 293(1)(d) of the Companies Act, 1956, together with interest at the respective agreed rates, additional interest, compound interest in case of default, accumulated interest, liquidated damages, commitment charges, premia on prepayment, remuneration of the Agent(s) / Trustees, premium (if any) on redemption, all other costs, charges and expenses, including any increase as a result of devaluation / revaluation / fluctuation in the rates of exchange and all other monies payable by the Company in terms of the Loan Agreement(s) / Heads of Agreement(s), Debenture Trust Deed(s) or any other document, entered into / to be entered into between the Company and the Lender(s) / Agent(s) and Trustee(s), in respect of the said loans / borrowings / debentures and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board of Directors or Committee thereof and the Lender(s) / Agent(s) and trustee(s), subject to necessary provisions & approvals.
3. To create, offer, issue and allot at any time to or to the benefit of such person(s) of the Company, whether present or future employees, who are in permanent employment, including and Director whether in whole time or otherwise, options exercisable into shares or securities convertible into equity share not exceeding 5% of the enhanced paid up equity share capital (including and after considering the convertible equity share warrants issued / allotted and not yet been converted into equity shares) equity shares of the Company under Employees Stock Option Plan - 2007 ("ESOP 2007"), in one or more tranches, and on such terms & conditions as may be fixed or determined by the Board in accordance with the provisions of the law or guidelines issued by the relevant Authority, each option would be exercisable for one Equity share of a face value of Rs 10/- each fully paid-up on payment of the requisite exercise price to the Company, subject to necessary provisions & approvals.
4. To extend the benefit of the said Employee Stock Option Plan - 2007 ("ESOP 2007"), referred to in the Resolution Item No 3 mentioned above to the employees and Directors of the Holding or Subsidiary Companies and / or to such other persons, as may from time to time be allowed under prevailing laws, rules and regulations and / or amendments thereto from time to time on such terms and conditions as may be decided of the Board, subject to necessary provisions & approvals.
5. To issue, offer and allot from time to time, in one or more tranches, in consultation with the lead managers and / or underwriters and / or other advisors, equity shares of the Company, or instruments convertible into equity shares including fully convertible debentures (FCDs) / partly convertible debentures (PCDs) or convertible preference shares or and securities other than warrants, which are convertible into or exchangeable in equity shares, whether or not at the option of the investors (the "Securities"), for up to an amount of Rs 100 Crores inclusive of premium to "Qualified Institutional Buyers" (as defined in the SEBI (Disclosure and Investor Protection) Guidelines), 2000 and to the mutual funds, as may be decided by and deemed appropriate by the Board at its absolute discretion considering the prevailing market conditions and other relevant facts wherever necessary, pursuant to Qualified Institutional Placement (QIP) issue, as provided under Chapter XIIIA of the Guidelines, subject to necessary provisions & approvals. |
|
|