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| Exchange Disseminated Time | West Coast Paper Mills Ltd has informed BSE that the members at the 53rd Annual General Meeting (AGM) of the Company held on August 30, 2008, inter alia, have accorded to the following:
1. Adoption of Directors' Report and the Audited Accounts of the Company for the year ended March 31, 2008, together with the Auditors Report thereof.
2. Declaration of dividend on 5,73,75,330 Equity Shares of Rs 2/- each for the year ended March 31, 2008 at the rate of Rs 3/- (Rupees Three only) per share.
3. Re-appointment of Shri. V N Somani & Shri. C K Somany, as Directors of the Company.
4. Appointment of M/s. Batliboi & Purohit, Chartered Accountants, Mumbai, as Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company on remuneration, terms & conditions.
5. Authority to the Board for borrowing from time to time all such sums of money as they may deem requisite for the purpose of the business of the Company provided that the moneys so borrowed by the Company (apart from the temporary loans obtained from the Companys bankers in the ordinary course of business) shall not exceed in the aggregate in any case and at any time by more than Rupees 2,000 Crores (Rupees Two thousand Crores), over and above the aggregate for the time being and from time to time of the paid up 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.
6. Authority to the Board for investment by Foreign Institutional Investors (FlIs) and their sub-accounts in the equity share capital of the Company by purchase or otherwise by acquiring from the market or subscribing to the offer and for private placement of the Company under the Portfolio Investment Scheme on repatriation basis or otherwise, up to 40% of the paid up share capital of the Company, subject to necessary provisions & approvals.
7. Authority to the Board to issue, offer and allot in one or more tranches, securities in the course of domestic / international offerings to Domestic / Foreign Investors, Institutional investors, Foreign Institutional Investors, qualified institutional buyers, Banks, Trusts, Mutual Funds, Non Resident Indians, Companies or Corporate Bodies whether incorporated in India or abroad, whether shareholders of the Company or not, Insurance Companies, Pension Funds, Individuals or otherwise, through a Public Issue, Preferential issue and / or Private Placement with or without over-allotment option, equity shares and / or equity shares through Qualified Institutional Placement under Chapter XlIIA of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines 2000, and / or allot and issue Global Depository Receipts (“GDRs”) and / or American Depository Receipts (“ADRs”) and / or Foreign Currency Convertible Bonds (“FCCBs”) and / or any 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 linked to Equity Shares or a combination of the foregoing (“Securities’) secured or unsecured, listed on any Stock Exchange inside India or any international stock exchange outside India through an offer document and / or prospectus and / or offer letter and / or offering circular, and / or listing particulars, as the Board in its sole discretion may at any time or times hereafter decide, to be issued at a price not less than the price with respect to the Relevant Date i.e., July 31, 08 as prescribed under the Guidelines for Preferential issues of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000, or as amended from time to time and / or any other regulation in force provided however the total amount (including premium) raised through the aforesaid Securities should not, together with the over-allotment option, if any, exceed Rs 646 Million, subject to necessary provisions & approvals.
8. Authority to the Board to issue offer and allot Cumulative Redeemable Preference Shares(CRPS) in one or more tranches, through a preferential issue to be listed on any Stock Exchange in India through an offer document and / or prospectus and / or offer letter and / or offering circular, and / or listing particulars, as the Board in its sole discretion may at any time or times hereafter decide, provided however the total amount raised through such preferential issue should not exceed Rs 650 Million, subject to necessary provisions & approvals.
9. Alternation of Clause V of Memorandum of Association of the Company by deleting the existing Clause V of the Memorandum of Association and substituting in place and stead thereof the following as new Clause V:
The Capital of the Company is Rs 95,00,00,000 divided into 15,00,00,000 Equity Shares of Rs 2/- each and 65,00,000 Cumulative Redeemable Preference Shares of Rs 100/- each, with power to the Company to increase or reduce or modify the said capital and to divide the shares for the time being of the Company into several classes and attach thereto preferential, deferred, qualified or special rights, privileges or conditions as may be determined by, or in accordance with the Articles of Association of the Company, and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided for by the Articles of Association of the Company.
10. Alternation of existing Article 6 of the Association of the Company by deleted and substituted by the following as new Article 6:
The Authorised Capital of the Company is Rs 95,00,00,000 divided into 15,00,00,000 Equity Shares of Rs 2/- each and 65,00,000 Cumulative Redeemable Preference Shares of Rs.100/- each,”
The Cumulative Redeemable Preference Shares shall confer on the holders thereof the right to receive in priority to all other shares in the capital of the Company, out of the profits of the Company from time to time being determined to be distributed, a fixed dividend at the rate that may be determined by the Directors at the time of issue and also the right in winding up of the Company in priority to all other shares, to repayment of capital paid up thereon together with the payment of all arrears and accruals of the said Cumulative Preferential Dividend up to the commencement of winding up (whether earned, declared or not) but shall not confer any further right to participate in the profits or the surplus assets. |
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