|Gajra Bevel Gears Ltd has informed BSE that the members at the 30th Annual General Meeting (AGM) of the Company held on December 31, 2005, inter alia, have accorded the following: 1. Adoption of the Audited Balance Sheet as at September 30,
2005 and the Profit & Loss Account for the period ended on September 30, 2005 together with Directors Report and Auditors Report thereon. 2. Re-appointment of Mr D M Ghia as Director of the Company. 3. Re-appointment of Messrs O T Gandhi & Co as the 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. 4. In view of Company having become a Sick Industrial Company as defined under Section 3(1) (O) of the Sick Industrial Companies (Special Provision) Act, 1985 (SICA) on the basis of its Audited Balance Sheet as on September 30, 2005, a reference be made to Board for Industrial and Financial Reconstruction (BIFR) as required under Section 15(1) of SICA.
To consider inter alia:
1. The offer / issue Equity Shares and/or any instruments convertible into or exchangeable
against Equity Shares or any instruments with or without detachable Warrants entitling the
Warrant holder to Equity Shares ("Securities") in aggregate not exceeding the nominal value
of equity shares of Rs 10/- each in accordance with the prevailing rules and guidelines in this
regard, in aggregate not exceeding Rs 84 million to the promoter / promoters relative, other
persons, Company and other entity on Preferential basis.
The company has informed that the members at the Extraordinary General Meeting of the Company held on September21, 2005, inter alia, to accorded to the following:
1. Authority to the Board to create Second Charge by way of Mortgaging and / or Charging of all the immovable and movable properties of the Company wheresoever situate, present and future, and / or conferring power to enter upon and to take possession of assets of the Company in certain events, to or in favour of the State Bank of India (SBI) to secure working capital limits / credit facilities sanction by State Bank of India not exceeding Rs 235 million together
with interest thereon, penal interest, further interest if any, charges and other monies payable by the Company to State
Bank of India in respect of the said working capital limits / Credit facilities.
2. Increase in Authorised Share Capital of the Company from Rs 10,00,00,000/- divided into 1,00,00,000 Equity Shares of Rs 10/- each to Rs 13,00,00,000/- divided into 1,30,00,000 Equity Shares of Rs 10/- each by creation of 30,00,000 new Equity Shares of Rs 10/- each ranking pari passu with the existing Equity Shares and consequential amendment in Memorandum & Articles of Association of the Company.
3. Authority to the Board to offer / issue and allot equity shares and / or any instruments convertible into or exchangeable against equity shares or any instruments with or without detachable Warrants entitling the warrant
holder to equity shares ("Securities") in aggregate not exceeding the nominal value of equity shares of Rs 10/- each at such price as may be fixed by the Board in accordance with the rules and guidelines prevailing in this regard in
aggregate not exceeding Rs 84 million to the promoters / promoters relatives, other person(s), Company / Companies and other entity on preferential basis.
(As per BSE Bulletin dated on 06/10/2005)