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| Exchange Disseminated Time | Genesys International Corporation Ltd has informed BSE that the members of the Company will consider to approve by way of Postal Ballot the following Resolutions:
1. To sub-divide the existing Equity shares of the face value of Rs. 10/- each (Rupees Ten) of the Company into 2 (Two) equity shares of the face value of Rs. 5/- (Rupees Five) each with effect from the Record Date to be determined by the Board of the Company for the purpose & consequential the existing Clause V of the Memorandum of Association of the Company relating to the share capital be and is hereby altered by deleting the same and substituting in place thereof the following as new Clause V:
- Clause V:- “The Authorised Share capital of the Company is Rs. 15,00,00000/- (Rupees Fifteen Crores) divided into 3,00,00,000 (Three Crores) Equity shares of Rs. 5/- (Rupees Five) each with the rights, privileges, conditions attached thereto as are provided by the regulations of the Company for the time being with power to increase or reduce such capital or divide the capital into several classes and to attach respectively such preferential, qualified or special rights, privileges or conditions in such manner as may be permitted by the Companies Act, 1956 or provided by the Articles of Association of the Company for the time being.”
2. To sub-divide the Authorized Share Capital of the Company from Rs. 15,00,00,000/- (Rupees Fifteen crores only) divided into 3,00,00,000 (Three Crore) equity shares of Rs. 5/- (Rupees five only) each to Rs. 25,00,00,000/- (Rupees Twenty Five crores only) divided into 5,00,00,000 (Five crores) equity shares of Rs. 5/- (Rupees Five only) each. & consequential alternation in the Memorandum of Association of the Company by substituting the existing Clause V thereof by the following as new Clause V:
Clause V:- The Authorised Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 5,00,00,000 (Five Crores) equity shares of Rs. 5/- (Rupees Five only) each with rights, privileges and conditions attached thereto as are provided by the regulations of the Company for the time being in force with power to increase or reduce such capital or divide the capital into several classes and to attach respectively such preferential, qualified or special rights, privileges or conditions in such manner as may be permitted by the Companies Act, 1956 or provided by the Articles of Association of the Company for the time being
3. To grant, offer, issue and allot in one or more tranche or tranches, to such permanent employees of the Company whether working in India or abroad and Directors of the Company whether Whole Time Director or Otherwise (hereinafter referred to as the “Employees”), as may be decided by the Board, options exercisable by the employees under a Scheme titled “GENESYS ESOP SCHEME -2010” (“the Scheme”), to subscribe to such number of equity shares and equity linked instruments including options and / or any other instrument or securities which could give rise to the issue of equity shares (“Securities”) of the Company, not exceeding 10,00,000 (Ten Lacs) equity shares of face value Rs. 5/- each or such other number of equity shares of equivalent value as may arise after giving effect to any corporate action like split, bonus etc. in one or more tranches, at such price and on such terms and conditions as may be fixed or determined by the Board in accordance with the Guidelines or other applicable provisions of any law as may be prevailing at that time, subject to necessary provisions & approvals.
4. To extend the benefits of said GENESYS ESOP SCHEME -2010 (“the Scheme”) referred to in the Resolution under Item No. 3 in this notice and duly passed at this meeting, also to the permanent employees and Directors of Subsidiary Companies and / or to such other persons, as may from time to time be allowed under prevailing laws, rules and regulations, and /or amendments thereto from time to time on such terms and conditions as may be decided by the Board, subject to necessary provisions & approvals.
5. To create, offer, issue and allot in one or more tranches, in the course of domestic / international offerings to one or more persons as the Board may determine at its absolute discretion, whether or not they are members of the Company, including but not limited to domestic investors / foreign investors whether having presence in India or not / institutional investors / foreign institutional investors, members, employees, non-resident Indians, companies or bodies corporate whether incorporated in India or abroad, trusts, qualified institutional buyer, mutual funds, banks, financial institutions, insurance companies, pension funds, individuals or otherwise, through a preferential issue and / or private placement, with or without an over-allotment option, equity shares and / or equity shares through depository receipts including Foreign Currency Convertible Bonds and / or Global Depository Receipts and / or American Depository Receipts and / or Qualified Institutions Placement (QIP) and / or any other securities convertible into equity shares at the option of the Company and / or holder(s) of the securities and / or securities linked to equity shares and / or securities with warrants including any instruments or securities representing either equity shares and / or Foreign Currency Convertible Bonds or convertible securities or securities linked to equity shares or equity shares / fully convertible debentures / partly convertible debentures or any securities, which are convertible or exchangeable with equity shares at a later date (“Securities”), secured or unsecured, listed on any Stock Exchange inside India or outside India, through an offer document and / or offering circular and / or information memorandum and / or any other offering document(s) including an umbrella or shelf offering document, and / or listing particulars, as the Board in its sole discretion may at any time or times hereafter decide, for an aggregate amount not exceeding INR 150 Crores (Or an equivalent amount in one or more foreign currencies at the prevailing exchange rate), inclusive of such premium from time to time, such issue and allotment to be made at such time or times in one or more tranches, denominated in one or more currencies, at such price or prices in such manner and where necessary in consultation with the lead managers and/or merchant bankers and / or underwriters and / or stabilizing agents and / or other advisors or otherwise on such terms and conditions as the Board may, in its absolute discretion, decide at the time of issue of Securities with or without any green shoe option, through an offer document and / or information memorandum as the Board in its sole discretion decide, subject to necessary provisions & approvals.
6. To borrow and raise such sum or sums of money or monies from time to time as may be required for the purpose of business of the Company notwithstanding that the money or monies to be borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) will exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the aggregate of such borrowings shall not exceed, at any point of time Rs. 175,00,00,000/- (Rupees One hundred Seventy Five Crores Only) over and above the aggregate of the paid-up capital and free reserves of the Company, subject to necessary provisions & approvals.
7. For Creation of mortgage(s) and / or hypothecation(s) and / or charges(s) by the Company, in such form and manner and with such ranking and at such time and on such terms as the Board of Directors may determine on all or any part of the movable and / or immovable properties of the Company, wherever situated both present and future and / or the whole or any part of the undertaking or undertakings of the Company, in favour of Indian / Foreign Financial Institution(s), Bank(s), Mutual Fund(s), Trustee(s) and other Bodies Corporate (“Lending Agencies”) for securing the borrowings availed / to be availed by the Company by way of loan(s) (in foreign currency and / or rupee currency) and securities (comprising 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 rates notes / bonds or other debt instruments including American Depository Receipts / Global Depository Receipts / Foreign Currency Convertible Bonds / issued / to be issued by the Company, from time to time, subject to the limits approved under section 293 (1) (d) of the Companies Act, 1956 together with interest thereon at the agreed rates, further interest, compound interest in case of default, accumulated interest, liquidated damages, commitment charges, premium on pre-payment, remuneration of the Agents( s) / Trustees, all other costs, charges, expenses and all other monies as may be payable by the company to the Lending Agencies under the respective loan agreements and other documents to be executed by the Company in respect of the said borrowings, subject to necessary provisions & approvals.
The Board of Directors has appointed Mr. Narayan Parekh, Partner of M/s. PRS Associates, Practicing Company Secretary as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
The Postal Ballot form duly completed should reach the scrutinizer on or before the Close of working hours on June 10, 2010. The scrutinizer will submit his report to the Chairman after completion of the scrutiny. The Chairman or any Director authorised by him shall annouce the results of the postal ballot on June 14, 2010. |
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