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| Exchange Disseminated Time | Infomedia India Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on January 10, 2008, inter alia, to transact the following business:
1. For offering, issuing and allotting on preferential basis, to such entities or person as may be decided by the Board of Directors of the Company ("the Allottees") up to 60,00,000 (Sixty Lacs only) Equity Warrants ("Equity Warrants"), and for the allotment of Equity Shares on exercise of such Equity Warrants, where each such Equity Warrant being exercisable, at the option of the holder and pursuant thereto, would entitle the holder thereof for allotment of one fully paid up Equity Share of Rs 10/- (Rupees Ten Only) each, at an exercise price of Rs 237/- (Rupees two hundred and thirty seven only) per Equity Share ("the Exercise Price" including premium), such price being in compliance with the SEBI Guidelines for Preferential Issue (Chapter XIII of the SEBI (DIP) Guidelines 2000), (as on December 11, 2007 the "Relevant Date" for this purpose), on such further terms and conditions, as may be finalised by the Board of Directors, in accordance with guidelines / rules applicable to preferential allotment of the Equity Warrants / Equity Shares, by Government of India, Securities & Exchange Board of India (SEBI), or any other authorities, as the case may be, and / or any modification thereof and subject to the necessary terms and conditions.
2. Authority to the Board of Directors of the Company to borrow by way of Term Loan / Working Capital facilities / External Commercial Borrowings / Debentures and commercial paper etc. or in any other manner (such Borrowings) as the Board may deem fit provided however that the aggregate of such borrowings shall not, at any time, exceed the limit of Rs 3,50,00,00,000/- (Rupees Three Hundred and Fifty Crores only) from Financial Institutions / Banks and other agencies / parties with interest, additional interest, liquidated damages, commitment charges, premia on prepayment or on redemption, costs, charges already created or to be created in future by the Company in such manner and in such form as may be deemed prudent, desirable and necessary by the Board of Directors and the Board be and is hereby also authorised to sell, lease or otherwise dispose off the whole, or substantially the whole of the undertaking of the Company, or where the Company owns more than one undertaking, of the whole, or substantially the whole, of any such undertaking and / or to create mortgage(s), charge(s), hypothecation and / or floating charge(s) on all or any of the immovable and / or movable assets / properties of the Company, present and future, of every nature and kind whatsoever, and the undertaking of the Company in certain events, to secure such Borrowings including Term Loans / Working Capital facilities / External Commercial Borrowings / Debentures etc. in such manner and in such form as may be deemed prudent, desirable and necessary by the Board of Directors, subject to necessary provision and approvals.
3. To offer, grant and issue in one of more tranches an aggregate of 10,00,000 (Ten Lacs) options, to such employees and directors whether whole time or part time including employees and / or directors of the holding and/or Subsidiary Company(ies), whether working in India or out of India and Directors of the Holding and Subsidiary Company whether Whole-time Directors or otherwise ("Employees"), in accordance with the scheme that may be framed and approved by the Board of directors which may be called Employees Stock Option Plan 2007’ ("ESOP 2007 or Scheme") of the Company on such terms and conditions as determined by the Board in accordance with the Guidelines or other applicable provisions of any law as may be prevailing at that time and each such option shall entitle the holder thereof to subscribe and allotment of one Equity Share of Rs 10/- each fully paid up on payment exercise price in accordance with the terms and conditions of the ESOP 2007, subject to necessary provisions and approvals. |
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