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| Exchange Disseminated Time | Simplex Infrastructures Ltd has informed BSE that the members at the 93rd Annual General Meeting (AGM) of the Company held on September 16, 2011, inter alia, have also accorded to the following:
1. Adoption of the Audited Balance Sheet of the Company as at March 31, 2011 and Profit and Loss Account and schedules and notes attached thereto of the Company for the year ended March 31, 2011 together with Reports of Directors and Auditors thereon.
2. Declaration of Dividend of Rs. 2/- per Equity Share for the year ended March 31, 2011.
3. Re-appointment of Mr. A D Mundhra, Mr. Rajiv Mundhra & Mr. N. N. Bhattacharya as Directors of the Company liable for determination by retirement by rotation.
4. Re-appointment of M/s. Price Waterhouse, Chartered Accountants, as the Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, on remuneration, terms & conditions.
5. Appointed M/s. H. S. Bhattacharjee & Co., Chartered Accountants, as Auditors of the Company jointly with M/s. Price Waterhouse, Chartered Accountants, the retiring Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company, on remuneration, terms & conditions.
6. Modification of the Resolution No. 12 passed at the Annual General Meeting held on September 11, 2008, the Board of Directors ("the Board" which include any Committee of the Board) be and is hereby authorised, in accordance with Section 293(1)(d) of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) and the Articles of Association of the Company, to borrow any sum or sums of money from time to time at their discretion, for the purpose of the business of the Company, from any one or more Banks, Financial Institutions and other persons, firms, bodies corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company's Bankers in the ordinary course of business) may, at any time, exceed upto a sum of Rs. 3500 crores (Rupees three thousand five hundred crores only) over and above the aggregate of the then paid up capital of the Company and its reserves (that is to say reserves not set apart for any specific purpose) and that the Board be and is hereby authorized to arrange or fix the terms and conditions of all such monies to be borrowed from time to time as to interest repayment, security or otherwise as they may, in their absolute discretion, think fit; subject to necessary provisions & approvals.
7. Modification of Resolution No. 13 passed at the Annual General Meeting held on September 11, 2008, the consent of the Company be and is hereby granted in terms of Section 293(1)(a) and all other applicable provisions of the Companies Act, 1956, (including any statutory modification or re-enactment thereof, for the time being in force) to the Board of Directors (hereinafter referred to as the "the Board" which include any Committee of the Board) to mortgage and / or charge, in addition to the mortgages/ charges created / to be created by the Company, in such form and manner and with such ranking and at such time and on such terms as the Board may determine, on all or any of the movable and / or immovable properties of the Company, both present and future and / or the whole or any part of the undertaking(s) of the Company together with the power to take over the management of the business and concern of the Company in certain events of default, in favour of the Lenders), Agent(s) and Trustee(s), for securing the borrowings including short term / long term loans, cash credit, overdraft and other 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/ ADR / GDR / QIP / IDP or other debt instruments) issued / to be issued on rights basis and/ or private placement basis and / or public issue by the Company, from time to time subject to the limits approved under Section 293(l)(d) of the Companies Act, 1956, together with interest at the respective agreed rates, additional interest, compound interest in case of default, accumulated interest, liquidated damages, commitment charges, premia on prepayment, remuneration of the Agent(s) / Trustees, premium (if any) on redemption, all other costs, charges and expenses, including any increase as a result of devaluation / revaluation / fluctuation in the rates of exchange and all other monies payable by the Company in terms of the Loan Agreement(s) / Heads of Agreement(s) / Debenture Trust Deed(s) or any other document, entered into / to be entered into between the Company and the Lender(s) / Agent(s) and Trustee(s), in respect of the said loans / borrowings / debentures 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 of Directors or Committee thereof and the Lender(s), Agent(s) and Trustee(s); subject to necessary provisions & approvals.
8. Re-appointment of Mr. B. D. Mundhra as Chairman and Managing Director of the Company for a further period of five years with effect from April 01, 2011 to March 31, 2016, on remuneration, terms & conditions. |
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