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| Exchange Disseminated Time | Vapi Paper Mills Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 11, 2013, has passed the following:
1. the Extra Ordinary General Meeting of the Company be convened on April 16, 2013, at 3.00 pm. at the Registered Office of the Company situated at 213, Udyog Mandir No. 1, 2nd Floor, 7/C Pitamber Lane, Mahim (West), Mumbai – 400 016 for transacting the business as mentioned in draft notice convening the same.
2. pursuant to the provisions of Section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956 (including any amendments modifications, variation or re-enactment thereof) (the "Companies Act"), the Foreign Exchange Management Act, 1999, as amended ("FEMA"), the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through. Depository Receipt Mechanism) Scheme, 1993, as amended, rules, regulations, guidelines, notifications and circulars prescribed by the Securities and Exchange Board of India ("SEBI") including the Securities and Exchange Board of India (issue of Capital and Disclosure Requirements) Regulations 2009, as amended (the "ICDR Regulations"), the Reserve Bank of India ("RBI") and the Government of India ("GOl") and/or any other competent authorities as may be required and clarifications, if any issued thereon from time to time, the equity listing agreements entered into by the Company with the stock exchanges where the Company's equity shares of face value of Rs. 10 each (the "Equity Shares") are listed (the "Listing Agreement"), and subject to any approval, consent, permission and/or sanction of GOl, SEBI, RBI and the stock exchanges, as may be required, and the enabling provisions of the Memorandum of Association and the Articles of Association of the Company, and subject to all other necessary approvals, permissions, consents and/or sanctions of concerned statutory and other relevant authorities and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals, permissions, consents and sanctions and which may be agreed to by the Board of Directors of the Company (herein referred to as the "Board", which term shall include any Committee thereof constituted/to be’ constituted by the Board to exercise its powers including powers conferred by this resolution to the extent permitted by law), consent, authority and approval is hereby accorded to the Board to create, issue, offer and allot in one or more tranches, in the course of domestic and/or international offering(s) in one or more foreign markets, by way of a right issue, public issue, including issuance of Equity Shares through an institutional placement programme under Chapter of the ICDR Regulations, private placement or a combination thereof, of Equity Shares or through an issuance of preference shares convertible into Equity Shares, and/or any other financial instruments or securities convertible into Equity Shares with or without detachable warrants with a right exercisable by the warrant holders to convert or subscribe to the Equity Shares or otherwise, in registered or bearer form, whether rupee denominated or denominated in foreign currency (hereinafter collectively referred to as the "Securities") or any combination of Securities to any person including but not limited to foreign/resident investors (whether institutions, incorporated bodies, mutual funds and/or individuals or otherwise), foreign institutional investors, Indian and/or multilateral financial institutions, non-resident Indians, employees of the Company, and/or any other categories of investors', whether they be holders of shares of the Company or not (including with provision for reservation on firm and/or competitive basis, of such part of issue and for such categories of persons including employees of the Company as may be permitted), (collectively referred to as the "Investors") at such time or times, at such price or prices, at a discount or premium to the market price or prices in such manner and on such terms and conditions including security, rate of interest, etc., including the discretion to determine the categories of Investors to whom the offer, issue and allotment shall be made to the exclusion of all other categories of Investors at the time of such issue and allotment considering the prevailing market conditions and other relevant factors wherever necessary as may be decided by the Board in its absolute discretion at the time of issue of Securities in one or more offerings/tranches.
3. M/s. Chirag N. Shah & Associates, Chartered Accountants, Mumbai be and is hereby appointed as Statutory Auditors of the Company, to fill the vacancy caused by the resignation of M/s Manubhai & Co., Chartered Accountants, Ahmedabad and to hold office from the conclusion of this Extra Ordinary General Meeting until the conclusion of next Annual General Meeting of the Company and their remuneration and out of pocket expenses as may be determined by the Board of Directors. |
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