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| Exchange Disseminated Time | Somany Ceramics Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on March 18, 2011, inter alia, have accorded to the following:
1. To create, offer, issue and allot equity shares and/or securities and/or other financial instruments, in one or more tranches, whether denominated in rupee or foreign currency(ies) in the course of international and/or domestic offering(s) in one or more foreign market(s) for an aggregate sum not exceeding Rs. 100 crore, inclusive of premium, as may be determined by the Board through Qualified Institutions Placement (“QIP”) basis to Qualified Institutional Buyers (“QIBs”), Global Depository Receipts ( American Depository Receipts (“ADRs”), Foreign Currency Convertible Bonds (“FCCB5’7, any other Depository Receipt Mechanism convertible into Equity Shares (either at the option of the Company or the holders thereof) at a later date or any such similar or like instrument(s) or security(ies), with or without detachable warrants attached thereto entitling the warrant holder to apply for equity shares/instruments or securities (hereinafter collectively referred to as the “Securities”) or any combination of Securities thereof, with or without premium, to be subscribed to, in Indian and/or any Foreign Currency(ies) by resident or non-resident/foreign investors (whether institutions and/or incorporated bodies and/or individuals and/or trusts and/or otherwise) /Foreign Institutional Investors (FIIs”)/Mutual Funds/Pension Funds Venture Capital Funds/Banks and such other persons or entities, whether or not such investors are members of the Company, to all or any of them, jointly or severally through prospectus, offer document and/or other letter or circular (‘Offer Document”) and/o on private placement basis from time to time in one or more tranches as may be deemed appropriate by the Board and such issue and allotment to be made on such occasion or occasions, at such value or values, in such form and manner and on such terms and conditions or such modifications thereto as the Board may determine in consultation with the Merchant Banker(s) and/or Lead Manager(s) and/or Underwriters and/or other Advisors, with authority to retain oversubscription upto such percentage as may be permitted by the concerned Authorities, at such price or prices, at such interest or additional interest, in such form and manner and on such terms and conditions or such modifications thereto, including the number of Securities to be issued, face value, rate of interest, redemption period, manner of redemption, amount of premium on redemption/prepayment, number of further equity shares to be allotted on conversion or redemption/extinguishment of debt(s), exercise of rights attached to the warrants, the ratio of exchange of shares and/or warrants and/or any other financial instrument, period of conversion, fixing of record date or book closure and all other related or incidental matters as the Board may in its absolute discretion think fit and decide in consultation with the concerned authority(ies), Merchant Banker(s) and/or Lead Manager(s) and/or Underwriter(s) and/or Advisors and/or such other person(s), but without requiring any further approval or consent from the shareholders and also subject to the applicable regulations for the time being in force, subject to necessary provisions & approvals.
2. In supersession of the Resolution passed by the Members of the Company, at their Annual General Meeting, held on September 22, 1997 and pursuant to the provisions of the Foreign Exchange Management Act, 1 999, the Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2000, and subject to the approval of the Reserve Bank of India (RBI) and other appropriate authorities, if applicable, the consent of the shareholders be and is hereby accorded for purchase/acquisition of Equity Shares of the Company by Non-Resident Indians (NRIs), Foreign Institutional Investors (HIs) and other eligible Investors under the Investment Portfolio Scheme/Foreign Direct Investment Scheme and/or any such investments scheme of the RBI, subject however, that such investments in Equity Share Capital of the Company shall not exceed in aggregate 40% of the paid-up Equity Share Capital of the Company.
3. To mortgage and/or charge, in addition to the mortgages and/or charges and/or hypothecations created/to be created by the Company in such form and in such manner and with such ranking/priority and at such time and on such terms as the Board may determine, the undertaking(s) and/or all or any of the moveable and immoveable properties of the Company, whosesoever situated, both present and future and/or the whole or any part of the undertaking(s) of the Company together with the power to enter upon and take possession of the assets of the Company and/or to takeover the management of business and concern of the Company on the happening of certain events of default, in favour of the Banks, Indian and Foreign Financial Institutions, any other Financial Institutions as may be declared to be a Public Financial Institution under Section 4A of the Companies Act, 1955, Indian/Foreign Export Credit Agencies, Mutual Funds, Multilateral Financial Institutions/Agencies, Insurance Company(ies), Investment Institutions, Investment Company(ies), person or persons, other lenders, Agent(s) and Trustee(s) (hereinafter referred to as the Lending Institution(s)) for securing the Borrowings of the Company availed/to be availed by way of loan(s) (in Foreign Currency and/or in Indian Rupee in the form of Term Loan/Cash Credit Facilities), advance or deposits, Bill discounting, Securities (comprising of Fully/Partly Convertible Debentures and/or Non-Convertible Debentures with or without detachable or non-detachable Warrants and/or Secured Premium Notes and/or Floating Rate Notes/Bonds or other Debt Instruments) issued/to be issued by the Company from time to time and/or otherwise, subject to the borrowing limits, as approved and stands approved at the relevant time(s) of creation of security, by the members of the Company under Section 293(1)(d) of the Companies Act, 1956, together with interest at the respective agreed rates, additional interest, compound interest accumulated interest, liquidated damages, commitment charges, premia on pre-payment, remuneration of the Agent(s) premium, if any, on redemption, all other costs, charges, expenses, including any increase as a result of devaluation/revaluation/fluctuation in the rates of exchange and all other monies payable by the Company to the Lending Institutions in terms of the Loan Agreement(s), Heads of Agreement(s), Trust Deed(s) or any other document, entered into/to be entered into between the Company and lending Institutions in respect of such Loans! Borrowings! Debentures Bonds! Secured Premium Notes or Other Securities 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 or Committee thereof and the Lending Institutions, subject to necessary provisions & approvals. |
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