| 09-Mar-11 |
| Jain Irrigation Systems Ltd has informed BSE that the Sub-Committee of Board of Directors (constituted on January 27, 2011) met on February 12, 2011 and has approved the issue of notice of Extra Ordinary General Meeting to be held on March 09, 2011 for obtaining Shareholders approval for the following matters:
1. Raising of funds through Public or Private Placement including Qualified Institutional Placement (QIP).
2. Issue of Equity Warrants and Equity Shares on conversion of such Equity Warrants under preferential allotment as per SEBI ICDR Regulations 2009.
Jain Irrigation Systems Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on March 09, 2011, inter alia, to transact the following:
1. To issue, offer/open for subscription and allot (including provision of reservation on firm and/ or competitive basis, of such part of issue and for such categories of persons as may be permitted) in the course of one or more domestic or international offering(s), including by way of Qualified Institutions Placements QIP under Chapter VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time, (SEBI ICDR Regulations) to eligible investors whether or not such investors are members of the Company or whether such investors are Indian or Foreign, including Qualified Institutional Buyers (QIBs), (as defined under the SEBI ICDR Regulations) whether by way of public offering or private placements and whether by way of circulation of an offering circular or placement document or otherwise, Securities including Ordinary Equity Shares and/or instruments or Securities convertible into Ordinary Equity Shares of the Company including Global Depository Receipts and/or American Depository Receipts and/or Foreign Currency Convertible Bonds and/or Convertible Preference Shares and/or, Fully Convertible Debentures and/or, Partly Convertible Debentures any security convertible into Ordinary Equity Shares along with Non Convertible Debentures and/or any one or more or combination of the above (hereinafter referred to as Securities) upto 331 Lacs Ordinary Equity Shares of Rs. 2 each at such price, either with or without premium as may be determined by the Board, at the option of the Company, as the case may be, and such issue and allotment be made in one or more tranches, on such terms and conditions as may be decided by the Board at the time of issue or allotment, subject to necessary provisions & approvals.
2. For offering, issuing, allotting on preferential basis, to the select members of the Promoters' Group and / or their nominees (the Allottees) up to 61,00,000 (Sixty one lacs only) Equity Warrants (Equity Warrants), (and for the allotment of Ordinary Equity Shares on exercise of such Equity Warrants) where each such Equity Warrants being exercisable, at the option of the holder and pursuant thereto being allotted one fully paid up Ordinary Equity Share of Rs. 2/- each, at an exercise price (the Exercise Price) (including premium) being a price per Ordinary Equity Share, not lower than the minimum price specified as per SEBI Guidelines for Preferential Issue (Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, on such further terms and conditions, as may be finalised by the Board of Directors, in accordance with Regulations, rules applicable to preferential allotment of the Equity Warrants, by Government of India, Securities & Exchange Board of India (SEBI), or any other authorities, as the case may be, and/or any modification thereof, subject to necessary provisions & approvals.
Jain Irrigation Systems Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on March 09, 2011, inter alia, have accorded to the following:
1. To issue, offer / open for subscription and allot (including provision of reservation on firm and/or competitive basis, of such part of issue and for such categories of persons as may be permitted) in the course of one or more domestic or international offering(s), including by way of Qualified Institutions Placements 'QIP' under Chapter VIII of the SEBI (issue of Capital and Disclosure Requirements) Regulations. 2009. as amended from time to time ('SEBI ICDR Regulations') to eligible investors whether or not such investors are members of the Company or whether such investors are Indian or Foreign, including Qualified institutional Buyers ('QIBs'), (as defined under the SEBI ICDR Regulations) whether by way of public offering or private placements and whether by way of circulation of an offering circular or placement document or otherwise, Securities including Ordinary Equity Shares and/or instruments or Securities convertible into Ordinary Equity Shares of the Company including Global Depository Receipts and/or American Depository Receipts and/or Foreign Currency Convertible Bonds and/or Convertible Preference Shares and/or, Fully Convertible Debentures and/or, Partly Convertible Debentures any security convertible into Ordinary Equity Shares along with Non Convertible Debentures and/or any one or more or combination of the above ('Securities') upto 331 Lacs Ordinary Equity Shares of Rs. 2 each at such price, either with or without premium as may be determined by the Board, at the option of the Company, as the case may be, and such issue and allotment be made in one or more tranches, on such terms and conditions as may be decided by the Board at the time of issue or allotment, subject to necessary provisions and approvals.
2. Offering, issuing, allotting on preferential basis, to the select members of the Promoters' Group and / or their nominees ('the Allottees') up to 61,00,000 (Sixty one lacs only) Equity Warrants ('Equity Warrants'), (and for the allotment of Ordinary Equity Shares on exercise of such Equity Warrants) where each such Equity Warrants being exercisable, at the option of the holder and pursuant thereto being allotted one fully paid up Ordinary Equity Share of Rs. 2/- each, at an exercise price ('the Exercise Price') (including premium) being a price per Ordinary Equity Share, not lower than the minimum price specified as per SEBI Guidelines for Preferential Issue (Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, on such further terms and conditions, as may be finalised by the Board of Directors, in accordance with Regulations, rules applicable to preferential allotment of the Equity Warrants, by Government of India, Securities & Exchange Board of India (SEBI), or any other authorities, as the case may be, and/or any modification thereof, subject of necessary provisions and approvals.
(As Per BSE Announcement Website dated on 09.03.2011) |
| 26-Mar-09 |
| Jain Irrigation Systems Ltd has informed BSE that the Sub-Committee of Board of the Company at its meeting held on March 02, 2009 proposed to allot 20,00,000 Equity Shares on preferential basis to International Finance Corporation under SEBI (DIP) Guidelines, 2000 as applicable to the transaction.
The sub-committee has convened Extra Ordinary General Meeting (EGM) of Shareholders of the Company on March 26, 2009 to obtain their consent / approval to the proposed issue.
Jain Irrigation Systems Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on March 26, 2009, inter alia, to transact the following business:
1. To issue, offer for subscription and allot up to 20,00,000 Equity Shares of Rs 10/- each on preferential basis to International Finance Corporation (IFC) for cash at a price of not less than the price calculated as per SEBI Guidelines and / or to such extent and on such other terms and conditions as may be decided by the Board in accordance with SEBI (Disclosure and Investor Protection) Guidelines 2000, as amended, (¶he Guidelines')."
2. To mortgaging / charging / hypothecating or otherwise creating an encumbrance (on such terms and conditions and in such form and manner, as it may think fit,) on the whole or substantially the whole of the Company's undertakings, including present and / or future properties, whether immovable or movable, against loans obtained, together with interest thereon, at the respective rates agreed, additional / further / compound interest in the event of default, commitment charges, Premium (if any) on redemption, all other costs, charges and expenses and all other monies payable by the Company to Financial Institutions / Banks / others in terms of letter of sanction and / or Loan agreement(s) or any other deeds or documents as are entered into by the Company or any modification in respect of the Loan, subject to necessary provisions & approvals.
3. Pursuant to the provisions of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Companies Act, 1956 and other relevant provisions of law, in partial modification of the resolutions passed at the 18th Annual General Meeting held on September 30, 2005, approval of the Company be and is hereby given to the following modifications, not being prejudicial to the interests of the allottees of the Stock Options, to the Employees Stock Options and Shares Plan 2005 and the terms of issue of stock options pursuant to such Plan:
(a) The Exercise Price for exercise of the 1,500,000 stock options under Set I (see paragraph 10.1(a) of the Plan) issued by the Company be modified and reduced to such price that is Rs 52.20 per ESOP less than the closing market price at the Bombay Stock Exchange or the National Stock Exchange, where the trading of the shares of the Company is higher, on the last trading day preceding the Board Meeting / Compensation Committee meeting to be held for modification of the Exercise Price.
(b) The Exercise Price for exercise of the 500,000 stock options under Set I (see paragraph 10.1(a) of the Plan) issued by the Company be modified and reduced to such price that is Rs 102.59 per ESOP less than the closing market price at the Bombay Stock Exchange or the National Stock Exchange, where the trading of the shares of the Company is higher, on the last trading day preceding the Board Meeting / Compensation Committee meeting to be held for modification of the Exercise Price.
(As Per BSE Announcement Dated on 03/03/2009)
Jain Irrigation Systems Ltd has informed BSE that the shareholders at the Extra Ordinary General Meeting (EGM) of the Company held on March 26, 2009, inter alia, have approved the following:
1. Authority to the Board to issue, offer for subscription and allot up to 20,00,000 Equity Shares of Rs 10/- each on preferential basis to International Finance Corporation (IFC) for cash at a price of not less than the price calculated as per SEBI Guidelines and / or to such extent and on such other terms and conditions as may be decided by the Board in accordance with SEBI (Disclosure and Investor Protection) Guidelines 2000, as amended, (¶he Guidelines')."
2. Authority to the Board to mortgaging / charging / hypothecating or otherwise creating an encumbrance (on such terms and conditions and in such form and manner, as it may think fit,) on the whole or substantially the whole of the Company's undertakings, including present and / or future properties, whether immovable or movable, against loans obtained, together with interest thereon, at the respective rates agreed, additional / further / compound interest in the event of default, commitment charges, Premium (if any) on redemption, all other costs, charges and expenses and all other monies payable by the Company to Financial Institutions / Banks / others in terms of letter of sanction and / or Loan agreement(s) or any other deeds or documents as are entered into by the Company or any modification in respect of the Loan, subject to necessary provisions & approvals.
3. Pursuant to the provisions of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Companies Act, 1956 and other relevant provisions of law, in partial modification of the resolutions passed at the 18th Annual General Meeting held on September 30, 2005, approval of the Company be and is hereby given to the following modifications, not being prejudicial to the interests of the allottees of the Stock Options, to the Employees Stock Options and Shares Plan 2005 and the terms of issue of stock options pursuant to such Plan:
(a) The Exercise Price for exercise of the 1,500,000 stock options under Set I (see paragraph 10.1(a) of the Plan) issued by the Company be modified and reduced to such price that is Rs 52.20 per ESOP less than the closing market price at the Bombay Stock Exchange or the National Stock Exchange, where the trading of the shares of the Company is higher, on the last trading day preceding the Board Meeting / Compensation Committee meeting to be held for modification of the Exercise Price.
(b) The Exercise Price for exercise of the 500,000 stock options under Set I (see paragraph 10.1(a) of the Plan) issued by the Company be modified and reduced to such price that is Rs 102.59 per ESOP less than the closing market price at the Bombay Stock Exchange or the National Stock Exchange, where the trading of the shares of the Company is higher, on the last trading day preceding the Board Meeting / Compensation Committee meeting to be held for modification of the Exercise Price.
(As Per BSE Announcement Website dated on 26.03.2009)
Jain Irrigation Systems Ltd has informed BSE that the Sub-Committee of Board of Directors of the Company at its meeting held on April 09, 2009, has passed the resolution pursuant to approval of the Shareholders at their meeting dated March 26, 2009, allotted 19,97,780 fully paid-up Equity Shares of the Company of the face value of Rs 10 each of the Company to the following persons at a issue price of Rs 360.40 per share (including a premium of Rs 350.40) in the following manner:
- Name of Allottee: International Finance Corporation ("IFC")
- No. of Shares Allotted: 19,97,780.
(As Per BSE Announcement Dated on 09/04/2009) |
| 19-Oct-07 |
| Extra Ordinary General Meeting of the Company on October 19, 2007, for seeking Shareholders approval on the following issues:
a) To offer and allot upto 86,00,000 Equity Warrants at a minimum price as per SEBI(DIP) Guidelines Chapter XIII but not more than Rs 485 each, aggregating upto Rs 417.1 Crores (at maximum price of Rs 485 each) on the preferential basis to select persons (Corporate entities) of Promoters' Group named in the resolution. The Warrants will entitle the holder thereof to apply for and obtain one Equity Share of Rs 10/- each for cash at premium not exceeding Rs 475 per Share. The option can be exercised by holders within a period of 18 months from date of allotment. The other terms and conditions of the Warrants shall be in compliance with SEBI (DIP) Guidelines 2000 (Chapter XIII) and the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997, applicable.
The proposed allottes are:
1. Cosmos Investment & Trading Pvt Ltd
2. Jalgaon Investments Pvt Ltd
3. Jain Investment & Finance B.V.
Jain Irrigation Systems Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on October 19, 2007, inter alia, to transact the following:
1. To offer, issue, allot on preferential basis, to the select members of the Promoters Group and / or their nominees ("the Allottees") up to 86,00,000 Equity Warrants ("Equity Warrants"), (and for the allotment of Equity Shares on exercise of such Equity Warrants) where each such Equity Warrants being exercisable at the option of the holder and pursuant their to being allotted one fully paid up equity share of Rs 10 each, at an exercise price (the "Exercise Price") (including premium) being a price not lower than the minimum price specified as per SEBI Guidelines for Preferential Issue (Chapter XIII of the SEBI (DIP) Guidelines 2000) (the "Relevant Date") for this purpose being September 19, 2007, but not higher than Rs 485 per Equity Share, on such further terms and conditions, as may be finalized by the Board of Directors, in accordance with guidelines rules applicable to preferential allotment of the Equity Warrants, by Government of India, Securities & Exchange Board of India (SEBI) or any other authorities, as the case may be, and any modification thereof and subject to terms & conditions.
2. To amend Clause 154 of the Articles of Association of the Company to read as follows:
Clause 154: Documents how executed
"Notwithstanding anything to the contrary in Table A, every deed or instrument, to which seal of the Company is required to be executed shall unless the same is executed by a duly constituted attorney, be signed by Company Secretary together with any person either specifically or generally authorized by the Board, provided that in respect of any Share Certificate, the seal shall be affixed in accordance with Article 21(a)".
(As per BSE Announcement website dated on 28/09/2007)
Jain Irrigation Systems Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on October 19, 2007, inter alia, have approved the following:
1. Issue of 86,00,000 Equity Warrants on preferential basis to select persons (corporate entities) of promoter group and Equity Shares on conversion of such Equity Warrants.
2. Amendment in the Sealing Clause of Articles of Association.
(As Per BSE Announcement Website Dated on 19/10/2007) |
| 26-Feb-07 |
| Jain Irigation Systems Ltd has informed BSE that the Board of Dirctors of the Company at its meeting eld on Janary 27, 200,a decided to cene an Extra Ordinary General Meeting (EGM) of the members the Company on February 26, 2007, to offer and allot 25,00,000 Share Warrants at a price of not re than Rs 401 each, aggregating upto Rs 100.25 Crores on the preferential basis to select persons of Promoters Group named in the resolution. The Warrants will entire the holder thereof to apply for and obtain one Equity Share of Rs 10/- each for cash at a premium not exceeding Rs 391 per Share. The option can be exercised by holders within a period of 18 months from date of allotment. The other terms and conditions of the Warrants shall be compliance with SEBI (DIP) Guidelines 2000., as applicable.
Proposed Allottee
1. Mr. Ashok B Jain : 6,25,000 Maximum No of Warrants to be allotted
2. Mr. Anil B Jain : 6,25,000 Maximum No of Warrants to be allotted
3. Mr. Ajit B Jain : 6,25,000 Maximum No of Warrants to be allotted
4. Mr. Atul B Jain : 6,25,000 Maximum No of Warrants to be allotted
Jain Irrigation Systems Ltd has informed BSE that an Extra-Ordinary General Meeting (EGM) of the members of the Company will be held on February 26, 2007, for offering, issuing, allotting on preferential basis, to the select members of the Promoters' Group (¶he Allottees') up to 25,00,000 Share Warrants ("Share Warrants"), (and for the allotment Equity Shares on conversion of such Share Warrants) where each such Share Warrants being convertible, at the option of the holder, into one fully paid up equity share of Rs 10 each, at a conversion price ("the Conversion Price") (including premium) being a price not lower than the minimum price specified as per SEBI Guidelines for Preferential Issue (Chapter XIII of the SEBI (DIP) Guidelines 2000), the "Relevant Date" for this purpose being January 27, 2007, but not higher than Rs 401 per Equity Share, on such further terms and conditions as may be finalized by the Board of Directors, in accordance with guidelines / rules applicable to preferential allotment of the Share Warrants, by Government of India, Securities & Exchange Board of India (SEBI) or any other authorities as the case may be and / or any modification thereof, subject to necessary provisions and approvals.
(As per BSE Announcement website dated on 02/02/2007)
Jain Irrigation Systems Ltd has informed BSE the members at the Extra-Ordinary General Meeting (EGM) of the Company held on February 26, 2007 have accorded to the Board for offering, issuing, allotting on preferential basis, to the select members of the Promoters' Group ("the Allottees") up to 25,00,000 Share Warrants ("Share Warrants") (and for the allotment Equity Shares on conversion of such Share Warrants), where each such Share Warrants being convertible, at the option of the holder, into one fully paid up equity share of Rs 10 each, at a conversion price ("the Conversion Price") (including premium) being a price not lower than the minimum price specified as per SEBI Guidelines for Preferential Issue (Chapter XIII of the SEBI (DIP) Guidelines 2000), the "Relevant Date" for this purpose being January 27, 2007, but not higher than Rs 401 per Equity Share, on such further terms and conditions, as may be finalised by the Board of Directors, in accordance with guidelines / rules applicable to preferential allotment of the Share Warrants, by Government of India, Securities & Exchange Board of India (SEBI), or any other authorities, as the case may be, and / or any modification thereof, subject to the necessary provisions & approvals.
(As Per BSE Announcement Website Dated on 26/02/2007) |
| 31-Jan-06 |
| Board has approved the revenue budget and capital expenditure plan for FY 2006-07.
This has been done in light of exponential growth in various divisions and conducive external including support of Government of India for irrigation infrastructure and food processing.
The total requirement for capital expenditure and investment is estimated at approx Rs. 2250 million. The money would be utilised for expansion of capacities as follows.
In Plasticulture Business
Existing Capacity - 135,000 T.P.A.
New Capacity - 69,000 T.P.A.
Total Capacity - 204,000 T.P.A.
In Food Business
Existing Capacity - 29,650 T.P.A.
New Capacity - 41,550 T.P.A.
Total Capacity - 71,200 T.P.A.
Post implementation, the Company will have built global capacities in each of its business lines allowing itself to be a leader in India and amongst first 3 to 5 players in the world.
This expansion will be implemented over next 12 months and most of new capacities will be in place by September 2006 i.e. before busy season of FY 2006-07.
The Board has authorised the Managing Director to explore and finalise various options of raising funds including by means of loans, bonds, convertible bonds or otherwise.
The Board has also recommended to shareholders increase in FII limits from present 49% to 60% of Equity Share Capital.
The Board of Directors have appointed Mrs. Radhika Pereira as independent Director in casual vacancy existing in the Board.
The Board has convened an EOGM on January 31, 2006 to consider various matters requiring shareholders approval.
The company has informed that pursuant to the order of High Court of Judicature at Bombay a meeting of the equity shareholders of the Company will be held on January 31, 2006, for the purpose of considering, and if thought fit, approving with or without modification Scheme of Amalgamation of Terra Agro Technologies Ltd and the Company
and their respective shareholders.
EGM 31/01/2006
To consider the following special business:
1. To appoint Shri. Ajit B Jain as a Wholetime Director designated as Joint Managing Director
of the Company (JMD) for a period of 3 years commencing from October 01, 2005 and expiring
on September 30, 2008, subject to necessary approvals and provisions.
2. To appoint Shri. Ashok B Jain as a Wholetime Director designated as Vice Chairman of the
Company (VC) for a period of 3 years commencing from October 01, 2005 and expiring on
September 30, 2008, subject to necessary approvals and provisions.
3. To appoint Shri. Atul B Jain as a Wholetime Director designated as Director - Marketing of
the Company (WTD-Marketing) for a period of 3 years commencing from October 01, 2005
and expiring on September 30, 2008, subject to necessary approvals and provisions.
4. To appoint Shri. Rajnikant B Jain & Shri R Swaminathan as a Wholetime Directors
designated as Director - Technical of the Company (WTD- Technical) for a period of 3 years
commencing from October 01, 2005 and expiring on September 30, 2008, subject to necessary
approvals and provisions.
5. Authority to the Board to mortgaging, charging, hypothecating or otherwise creating an
encumbrance (on such terms and conditions and in such form and manner, as it may think fit),
on the whole or substantially the whole of the Company's undertakings, including present
and / or future, properties; whether immovable or movable, against loans, obtained, together
with interest thereon, at the respective rates agreed, additional / further / compound interest
in the event of default, commitment charges, liquidated-damages, premium (if any) on
redemption, all other costs, damages, charges and expenses and all other monies payable by
the Company to Financial Institutions, Banks and others in terms of letter of sanction and / or
Loan, agreement(s) or any other deeds or documents as are entered into by the Company or
any modification in respect of the Loan as the Board may deem fit in the best interests of the
Company, subject to necessary approvals and provisions.
6. Authority to the Board to create, offer, issue and allot to all eligible investors including
Domestic / Foreign Institutions, Non Resident Indians, Corporate Bodies, Mutual Funds,
Banks, Insurance Companies, Pension Funds, individuals and / or trustees and / or
stabilization agents or otherwise, whether members of the Company or not through a public
issue and / or on a private placement basis, ordinary shares, debentures whether partly / fully
convertible, and / or securities linked to ordinary shares and / or Foreign Currency
Convertible Bonds convertible into equity shares and / or Depository Receipts and / or
securities convertible into equity shares at the option of the Company and / or the holder of
such securities and / or equity shares through depository receipts (Securities), through
prospectus and / or offer letter so however that the total amount raised through the aforesaid
Securities do not exceed US$ 60 Million, such issue and allotment to be made at such time or
times, in one or more tranches, at such price or prices, in such manner and where necessary in
consultation with the Lead Managers and / or Underwriters and / or Stabilization Agents and
/ or other Advisors or otherwise, on such other terms and conditions including security, rate
of interest, etc., as may be decided or considered appropriate by the Board at the time of such
issue or allotment considering the prevailing market conditions and other relevant factors,
subject to necessary approvals and provisions.
7. Authority to the Board to increase the holdings of Foreign Institutional Investors (FIIs)
beyond 49% of the issued, subscribed and paid up share capital of the Company for time
being up to a limit of 60% of the issued, subscribed and paid up share capital of the Company for the time being, subject to necessary approvals and provisions.
8. Amendment in Article of Association of the Company.
(As per BSE Bulletin dated on 06/01/2006)
Jain Irrigation Systems Limited has informed the Exchange that by an Order made on December 23, 2005, the High Court of Judicature at Bombay has directed that a meeting of the Equity Shareholders of Jain Irrigation Systems
Limited (JISL), the applicant company be convened on January 31, 2006 for the purpose of considering, and if thought fit, approving with or without modification scheme of amalgamation Terra Agro Technologies Ltd., the transferor Company and JISL the applicant company and their respective shareholders .
(As per NSE Bulletin dated on 09/01/2006)
The company has informed that the equity shareholders at their Court Convened Meeting have unanimously approved the Scheme of Amalgamation of Terra Agro Technologies Ltd, Coimbatore with the Company w.e.f. April 01, 2005.
The company has informed that the members at the Extra Ordinary General Meeting (EGM) of the Company held on January 31, 2006, inter alia have accorded to the following special business:
1. Appointment of Shri. Ajit B Jain as a Wholetime Director designated as Joint Managing Director of the Company (JMD) for a period of 3 years commencing from October 01, 2005 and expiring on September 30, 2008, subject to necessary approvals and provisions.
2. Appointment of Shri. Ashok B Jain as a Wholetime Director designated as Vice Chairman of the Company (VC) for a period of 3 years commencing from October 01, 2005 and expiring on September 30, 2008, subject to necessary
approvals and provisions.
3. Appointment of Shri. Atul B Jain as a Wholetime Director designated as Director - Marketing of the Company (WTD-Marketing) for a period of 3 years commencing from October 01, 2005 and expiring on September 30, 2008, subject to necessary approvals and provisions.
4. Appointment of Shri. Rajnikant B Jain & Shri R Swaminathan as a Wholetime Directors designated as Director - Technical of the Company (WTD- Technical) for a period of 3 years commencing from October 01, 2005 and expiring on September 30, 2008, subject to necessary approvals and provisions.
5. Authority to the Board to mortgaging, charging, hypothecating or otherwise creating an encumbrance (on such terms and conditions and in such form and manner, as it may think fit), on the whole or substantially the whole of the Company's undertakings, including present and / or future, properties; whether immovable or movable, against loans, obtained, together with interest thereon, at the respective rates agreed, additional / further / compound interest in the event of default, commitment charges, liquidated-damages, premium (if any) on redemption, all other costs, damages, charges and expenses and all other monies payable by the Company to Financial Institutions, Banks and others in terms of letter of sanction and / or Loan, agreement(s) or any other deeds or documents as are entered into by the Company or any modification in respect of the Loan as the Board may deem fit in the best interests of the Company, subject to necessary approvals and provisions.
6. Authority to the Board to create, offer, issue and allot to all eligible investors including Domestic / Foreign Institutions, Non Resident Indians, Corporate Bodies, Mutual Funds, Banks, Insurance Companies, Pension Funds, individuals and / or trustees and / or stabilization agents or otherwise, whether members of the Company or not
through a public issue and / or on a private placement basis, ordinary shares, debentures whether partly / fully convertible, and / or securities linked to ordinary shares and / or Foreign Currency Convertible Bonds convertible into equity shares and / or Depository Receipts and / or securities convertible into equity shares at the option of the Company and / or the holder of such securities and / or equity shares through depository receipts (Securities), through
prospectus and / or offer letter so however that the total amount raised through the aforesaid Securities do not exceed US$ 60 Million, such issue and allotment to be made at such time or times, in one or more tranches, at such price or
prices, in such manner and where necessary in consultation with the Lead Managers and / or Underwriters and / or Stabilization Agents and / or other Advisors or otherwise, on such other terms and conditions including security, rate
of interest, etc., as may be decided or considered appropriate by the Board at the time of such issue or allotment considering the prevailing market conditions and other relevant factors, subject to necessary approvals and provisions.
7. Authority to the Board to increase the holdings of Foreign Institutional Investors (FIIs) beyond 49% of the issued, subscribed and paid up share capital of the Company for time being up to a limit of 60% of the issued, subscribed and
paid up share capital of the Company for the time being, subject to necessary approvals and provisions.
8. Amendment in Article of Association of the Company.
(As per BSE Bulletin dated on 02/02/2006)
Jain Irrigation Systems Limited had informed the Exchange that the Company has announced a merger u/s 391-394 of the Companies Act, 1956 with Terra Agro Technologies Limited, Coimbatore and has completed all the court procedure for the amalgamatiom to proceed as announced. The Company had further informed the exchange that, in fact the HC at Bombay has vide its order dated April 21, 2006 already approved the amalgamation and the scheme passed by shareholders of the Company in a Court convened meeting an January 31, 2006. However, the HC at Chennai while admitting the merger petition has fixed it for final hearing on June 12, 2006.
(As per NSE Bulletin dated on 02/05/2006) |