| IRB Infrastructure Developers Ltd has informed BSE that the Board of Directors of the Company at its meeting held on October 30, 2009, inter alia, has approved following :-
1. - Raising of funds by further issue of securities in Domestic / International markets through various instruments including equity shares / warrants with Non-Convertible Debentures under Qualified Institutions Placement (QIP) pursuant to the provisions of Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as in force or Foreign Currency Convertible Bonds (FCCBs) or American Depository Receipts (ADRs) or Global Depository Receipts (GDRs) etc subject to compliance with related provisions of law and other permissions, sanctions, approvals as may be required.
2. To Convene the Extraordinary General Meeting on November 25, 2009 to consider & to seek the approval of shareholders for above proposals.
IRB Infrastructure Developers Ltd has informed BSE that the Extra Ordinary General Meeting (EGM) of the Company will be held on November 25, 2009, inter alia, to transact the following business:
1. To offer, issue and allot in the course of either one or more international offering(s), in one or more foreign markets and/or in the course of one or more domestic offering(s) in India, including by way of a qualified institutions placement under Chapter VIII of the ICDR Regulations ('QIP'), such number of equity shares and/or any securities linked to, convertible into or exchangeable for equity shares including, without limitation, through Global Depository Receipts ('GDR') and/ or American Depository Receipts ('ADRs') and/or convertible preference shares and/or convertible debentures (compulsorily and/or optionally, fully and/or partly) and/or non-convertible debentures (or other securities) with warrants and/or warrants with a right exercisable by the warrant holder to exchange or convert such warrants with equity shares of the Company at a later date simultaneously with the issue of non-convertible debentures and/or Foreign Currency Convertible Bonds ('FCCBs') and/ or Foreign Currency Exchangeable Bonds ('FCCBs') and/or any other permitted fully and/or partly paid securities/instruments/ warrants, convertible into or exchangeable for equity shares at the option of the Company and/or the holder(s) of the security(ies), and/or securities linked to equity shares (here in after collectively referred to as the Securities'), in one or more tranches, whether rupee-denominated or denominated in foreign currency, to such investors who are eligible to acquire such Securities In accordance with all applicable laws, rules, regulations, guidelines and approvals, through public issue(s), rights issue(s), preferential issue(s), private placement(s) or any combination thereof, through any prospectus, offer document, offer letter, offer circular, placement document or otherwise, at such time or times and at such price or prices subject to compliance with all applicable laws, rules regulations, guidelines and approvals, at a discount or premium to market price or prices in such manner and on such terms and conditions including as regards security, rate of interest, etc., as may be deemed appropriate by the Board in its absolute discretion, subject to compliance with all applicable laws, rules, regulations, guidelines and approvals, for an aggregate amount, in one or more offering(s) and/or in one or more tranches, not exceeding Rs. 1,200 crores (Rupees One Thousand Two Hundred Crores) (inclusive of any green shoe or over-allotment option), either through a fresh issue or a sponsored issue of Securities (by one or more existing shareholders of the Company) or by way of offer for sale of Securities or in any combination thereof, and the Board shall have the discretion to determine the categories of eligible investors to whom the offer, issue and allotment shall be made to the exclusion of all other categories of investors at the time of such offer, Issue and allotment considering the prevailing market conditions and all other relevant factors and wherever necessary in consultation with advisor(s), lead manager(s), and underwriter(s) appointed by the Company, Subject to necessary provision & approvals.
2. Accorded to the Board of Directors of the Company to permit Foreign Institutional investors (the 'FII') registered with the SEBI to acquire and hold on their own account and on behalf of each of their sub-accounts registered with SEBI, equity shares up to an aggregate limit of 49% (Forty Nine Percent) of the paid up equity share capital for the time being provided, however that the equity shareholding of each FII on his own account and on behalf of each of the SEBI approved sub accounts in the Company shall not exceed 10% (Ten percent) of the total paid up equity share capital of the Company or such limits as are or as may be prescribed, from time to time under applicable laws, rules and regulations, Subject to necessary provision & approvals.
3. To borrow from time to time any sum or sums of monies together with monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business) that may exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves riot set apart for any specific purpose, provided that the total amount so borrowed by the Board shall not at any time exceed the limit of Rs. 1,500 Crores.
IRB Infrastructure Developers Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on November 25, 2009, inter alia, have accorded to the following:
1. Special Resolution for raising of funds not exceeding Rs. 1200 Crores by further issue of securities in Domestic / International markets through various instruments including equity shares / warrants with Non-Convertible Debentures under Qualified Institutions Placement (QIP) pursuant to the provisions of Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as in force or Foreign Currency Convertible Bonds (FCCBs) or American Depository Receipts (ADRs) or Global Depository Receipts (GDRs) etc subject to compliance with related provisions of law and other permissions, sanctions, approvals as may be required.
2. Special Resolution for Increase in the Foreign Institutional Investors (FIIs) investment limits upto 49% of the paid up capital of the Company.
3. Ordinary Resolution for authority to Board of Directors to borrow from one or more sources from time to time notwithstanding that the total amount of borrowings may exceed the aggregate of the paid up capital and free reserves of the Company provided that the total borrowings at any time shall not exceed Rs. 1,500 crores.
(As Per BSE Announcement Website dated on 25.11.2009) |