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| Exchange Disseminated Time | Super Spinning Mills Ltd has informed BSE that the members at the 44th Annual General Meeting (AGM) of the Company held on July 07, 2006, inter alia, have accorded to the following:
1. Adoption of the Profit and Loss Account for the year ended March 31, 2006 and the Balance Sheet as at that date and the reports of the Directors and the Auditors thereon.
2. Declaration of Dividend of 80% on the paid-up equity share capital of the Capital of the Company for the year ended March 31, 2006.
3. Re-appointment of Mr B Vijayakumar, Mr D Sarath Chandran & Mr C S K Prabhu as Directors of the Company.
4. Re-appointment of M/s Reddy, Goud and Janardhan, Chartered Accountants, as Statutory Auditors of the Company till the conclusion of the next Annual General Meeting, on remuneration, terms & conditions.
5. Appointment of Mr L G Ramamurthi as Executive Chairman of the Company for the period of five years with effect from April 01, 2006, on remuneration, terms & conditions.
6. Authority to the Board to borrow from time to time, if considered fit, any sum or sums of money not exceeding the sum of Rs 3000 million upon such terms and conditions as they may deem fit, notwithstanding that the money already 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 share capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, subject to necessary provisions & approvals.
7. Authority to the Board to mortgage and / or charge all or any of the movable or immovable properties of the Company, wheresoever situate, both present and future or the whole or substantially the whole of the undertaking or undertakings of the Company in favour of any financial institutions, banks and others for securing the credit facilities sanctioned / to be sanctioned by them to the Company, provided however that the aggregate amount of credit facilities which may be secured hereunder and outstanding at any time shall not exceed the sum of Rs 3000 million, subject to necessary provisions & approvals.
8. Increased in the Authorised Share Capital of the Company from Rs 5,50,00,000 to Rs 10,00,00,000 by creation of 45,00,000 equity shares of Rs 10/- each ranking pari-passu with the existing equity shares of the Company & consequential amendment in Memorandum of Association of the Company.
9. Subdivision of the authorized share capital of the Company comprising of 1,00,00,000 equity shares of Rs 10/- each in the share capital of the Company into 10,00,00,000 equity shares of Re 1/- each, consequential amendment in Memorandum of Association of the Company.
10. Authority to the Board to create, offer, issue and allot equity shares of the face value of Re 1/- each, of an aggregate number [which taken either in combination with the proposed offering of securities vide Resolution under Item No. 11 herein below or exclusively] not exceeding 2,00,00,000 equity shares of Re 1/- each out of the authorized share capital of the company to Qualified Institutional Buyers in accordance with the Guidelines for Qualified Institutions Placement contained in Chapter XIIIA of the SEBI (Disclosure and Investor Protection) Guidelines, 2000, subject to necessary provisions & approvals.
11. Authority to the Board to issue, offer and allot equity shares and / or securities (including debentures or bonds) convertible into equity shares whether fully or partly and whether compulsorily or at the option of the company or the holders thereof and / or Global Depository Receipts (GDR’s) / American Depository Receipts (ADR’s) representing equity shares or convertible securities and / or security linked to equity shares and / or all or any of the aforesaid with or without detachable or non- detachable warrants as the company may be advised (securities) for such an amount or amounts (inclusive of such premium) as may be decided by the Board so that the net increase in the equity share capital of the company consequent upon issue and allotment of the securities so issued and allotted and / or consequent upon exercise of all the rights attached to such securities by the holders thereof taken either in combination with the proposed placement to Qualified Institutional Buyers as per Chapter XIIIA of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 and other applicable provisions and / or Guidelines in force or exclusively [as proposed under Item No.11 herein above] shall not exceed 2,00,00,000 equity share of Re 1/- each out of the authorized share capital of the company, subject to necessary approvals & provisions.
12. Authority to the Board to create offer, issue and allot, 38,50,000 warrants to the promoters / promoter group (which expression shall mean and include the promoters in present management / control of the company, and their friends, relatives, associates and companies controlled by them or in which they are Directors ‘or shareholders and associations controlled by them or in which they are members or office-bearers) attaching a right to convert each warrant into equity share of Re l/- each at the price to be determined in accordance with and on the terms and conditions mentioned in Chapter XIII of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 relating to preferential allotment, subject to necessary provisions & approvals. |
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