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| Exchange Disseminated Time | Ponni Sugars Erode Ltd has informed BSE that the members at the 12th Annual General Meeting (AGM) of the Company held on July 18, 2008, inter alia, have accorded to the following:
1. Adoption of the Profit & Loss Account of the Company for the year ended March 31, 2008, the Balance Sheet as at that date, the Auditors Report thereon and the Directors' Report.
2. Declaration of Dividend of 6% (Re. 0.60 per Equity Share) for the period ended March 31, 2008 on equity shares of Rs 10 each fully paid-up.
3. Re-appointment of Mr. S K Ramasamy & Dr. L M Ramakrishnan, as Directors of the Company, liable to retire by rotation.
4. Re-appointment of M/s. Maharaj N R Suresh & Co, & M/s. R Subramanian & Company, Chennai as Auditors of the Company to hold office from the conclusion of this meeting till the conclusion of the next Annual General Meeting, on remuneration, terms & conditions.
5. Appointment of Mr. N Ramanathan, as Managing Director of the Company for a period of three years from April 01, 2008 to March 31, 2011.
6. For the conversion of 20,00,000 Redeemable Preference Shares of Rs 10 each held by Seshasayee Paper and Boards Ltd (SPB) in the Company into 4,00,000 Equity Shares of Rs 10 each, fully paid, on the following terms:
(1) The allotment of 4,00,000 Equity Shares of Rs 10 each at a premium of
Rs 40 per share shall be made by the Board of Directors or any duly constituted Committee thereof within 15 days from the date of passing this resolution.
Provided that Where the allotment is pending on account of any pendancy of any approval by any regulatory authority or Central Government, the allotment shall be completed within 15 days from the date of such approval.
(2) Concurrently upon the, issue and allotment of Equity Shares to SPB as above, 20,00,000 Preference Shares of Rs 10 each aggregating Rupees Two Crores held by SPB in the Company shall stand fully redeemed. There shall be no further right or obligation for either party in respect of these Preference Shares upon such redemption.
(3) For the purpose of giving effect to this Resolution, there is 'constructive receipt’ of Rupees Two Crores from SPB Towards subscribing, to 4,00,000 Equity Shares of Rs 10 each of the, Company and corresponding ‘constructive payment’ of Rupees Two Crores to SPB towards redemption’ of 20,00,000 Preference Shares of Rs 10 each held by SPB in the Company.
(4) The redemption of Preference Shares for purpose of Section 80(1) read with the proviso (a) thereunder shall be regarded as out of the proceeds of the fresh Issue of Equity Shares made for the purpose of such redemption.
(5) The ‘relevant date’ for the determination of applicable price for Equity Shares issued and allotted hereunder in accordance with the SEBI Preferential Issues Guidelines is June 18, 2008 being the date 30 days prior to the date of passing this Resolution by Shareholders.
(6) In case the price for Equity Shares determined in accordance with the SEBI Preferential Issues Guidelines after the relevant date is higher than Rs 50 per share, then the issue of Equity Shares for Rs 2,00,00,000 be made at that price and concurrently the number of Equity Shares so issued shall be reduced pro tanto.
(7) The Equity shares so issued and allotted in terms of this resolution shall rank pari passu with the existing Equity Shares of the company in all
respects including Dividend.
(8) The Equity Shares issued and allotted to SPB forming part of Promoter /
Promoter Group in terms of this Resolution shall remain locked in for 3
years from the date of allotment subject however to such change or
modification as may be effected by SEBI in this regard.
(9) The Board of Directors of the Company (which term shall be deemed to
include any duly constituted Committee thereof) be and are hereby
authorized to obtain requisite approvals (including the listing of new Equity
Shares issued and allotted in terms of this Resolution) consent, permission or sanction and agree to such terms and conditions as may be imposed by any authority in giving such consent, permission or sanction, enter into
requisite agreements and take such actions as may be necessary, desirable or incidental for this purpose, subject to necessary provision and approvals.
7. Alteration of the Authorized Share Capital of Rs 15,00,00,000 (Rupees fifteen crores only) divided into 1,15,00,000 (One crore fifteen lakhs only) Equity Shares of Rs 10 each and 35,00,000 (Thirty five lakhs only) Preference Shares of Rs 10 each altered to Rs 15,00,00,000 (Rupees fifteen crores only) divided into 1,50,00,000 (One crore fifty lakhs only) Equity Shares of Rs 10 each and consequential alteration of the Clause V of the Memorandum of Association of the Company. |
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