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| Exchange Disseminated Time | Gandhimathi Appliances Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on September 28, 2007, inter alia, to transact the following:
1. Increased in the Authorised Share Capital of the Company from Rs 8,00,00,000 which divided into 80,00,000 equity share capital of Rs 10/- each to Rs 10,00,00,000/- divided into 1,00,00,000 Equity Shares of Rs 10/- each aggregating Rs 10,00,00,000/- & consequential amendment in the Memorandum & Articles of Association of the Company.
2. Notwithstanding the provisions, of Section 81 (1)(a), 372A and other applicable provisions of the Companies Act, 1956 and the relevant provisions of the Securities (Contracts and Regulations) Act, SEBI guidelines for Preferential Allotment of, Shares and without the requirement of provisions of SEBI (Substantial Acquisition. of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto, SEBI (Disclosure. & Investor Protection) Guidelines 2000, SEBI and (Central Listing Authority) Regulations 2003 and Ceiling on Promoters Holding and other provisions of SEBI Act, Rules, Regulations, Guidelines, Circulars, etc., including and in particular clause 40(A) and 40(B) of the Listing Agreement with the Stock Exchanges, and any subsequent amendments to any of these Acts, Guidelines, Rules & Regulations and Circulars, etc, but subject to the approval of the Hon'ble Board for Industrial and Financial Reconstruction (BIFR), approval of the Company be and is hereby accorded to its Promoters, their relatives and Associates of the Company for:
(i) Conversion out of the unsecured loan standing to the credit of the Promoter-Directors of the Company, their relatives and/or Associate Companies managed/controlled by them in the books of the Company of Rs 395 lakhs into 39,50,000 equity shares of Rs 10/- each for cash at par.
(ii) Further Resolved that the said allotment(s) shall be as per the provisions of the Rehabilitation Scheme as may be sanctioned by Hon’ble BIFR
(iii) That the said equity shares, so issued will be listed on all the Stock Exchange where the existing equity shares are listed and the equity shares so allotted shall rank pari passu in all respects with the existing shares of the Company except that such equity shares shall qualify for dividend, if any, that may be declared by the Company relating to the financial year in which the shares are allotted, in proportion to the amount paid on the equity shares on pro-rata basis.
(iv) That the purpose of giving effect to this resolution, the Board at its discretion be and is hereby authorised to allot the said equity shares without any further consent & approval of the Company or otherwise to that end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution. |
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