| 24-Sep-10 |
| Jubilant Organosys Ltd has informed BSE that by an order made on August 13, 2010, the Court has directed that a meeting of the Unsecured Creditors of the Company will be held on September 24. 2010., for the purposes of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation & Demerger between Applicant Companies - Jubilant Organosys Ltd, Speciality Molecules Ltd, Pace Marketing Specialties Ltd & Jubilant Industries Ltd, fully described above and there respective Shareholders & Creditors.
Jubilant Organosys Ltd has informed BSE that the following meetings were held on September 24, 2010 as per the Order of the Hon'ble High Court of Judicature at Allahabad:
1. Equity Shareholders of Jubilant Organosys Ltd;
2. Secured Creditors of Jubilant Organosys Ltd;
3. Unsecured Creditors of Jubilant Organosys Ltd
4. Unsecured Creditors of Speciality Molecules Ltd; and
5. Equity Shareholders of Pace Marketing Specialities Ltd
In the above meetings the Equity Shareholders / Creditors have approved the Scheme of Amalgamation and Demerger among Jubilant Organosys Ltd, Speciality Molecules Ltd, Pace Marketing Specialities Ltd and Jubilant Industries Ltd under sections 391/394 of the Companies Act, 1956.
(As Per BSE Announcement Website dated on 27.09.2010) |
| 20-Feb-10 |
| Jubilant Organosys Ltd has informed BSE that the Extra Ordinary General Meeting (EGM) of the Company will be held on February 20, 2010, inter alia, to issue, offer and allot (including provision for reservation on firm and competitive basis, of such part of issue and/or for such categories of persons as may be permitted), in the course of one or more domestic or international offering(s) with or without a green shoe option including by way qualified institutional placement under Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009, or such other revised guidelines as may be applicable ('SEBI Guidelines'), to eligible investors (whether or not such investors are members of the Company, or whether or not such investors are Indian or foreign, including such qualified institutional buyers such as mutual funds, venture capital funds, foreign venture capital investors, foreign institutional investors, public financial institutions, scheduled commercial banks, multilateral and bilateral development financial institutions, state industrial development corporations, insurance companies, pension funds, provident funds, National Investment Fund and other eligible investors as per SEBI Guidelines), whether by way of a public offering or by way of a private placement and whether by way of circulation of an offering circular or placement document or otherwise, securities including equity shares and/or instruments or securities convertible into equity shares of the Company such as Global Depository Receipts (GDRs) and/or American Depository Receipts (ADRs) and/ or foreign currency convertible bonds ('FCCBs') and/or convertible preference shares and/or convertible debentures or bonds (whether convertible compulsorily and/or optionally and whether convertible fully and/or partly), and non- convertible debentures with warrants and/or securities with or without detachable/non-detachable warrants and/ or warrants with a right exercisable by the warrant-holder to subscribe for equity shares, or by any one or more or a combination of the above model/ methods or otherwise, to be denominated in Indian rupees or one or more foreign currencies, as the case may be ('Securities'), and such issue and allotment to be made in one or more tranche or tranches and on such terms and conditions as may be decided and deemed appropriate by the Board (and as may be amended by the Board, in its sole discretion, from time to time, whether prior to or after the issue and allotment of the said Securities), provided that the aggregate amount of such Securities to be issued (including premium) shall not exceed Rs. 1000 crores. This will be in addition to resolution for raising Rs. 500 crores of capital approved by members through Postal Ballot on December 02, 2009, subject to necessary provisions & approvals.
Jubilant Organosys Limited has submitted to the Exchange a copy of the proceedings of the Extraordinary General Meeting of the members of the company held on February 20, 2010.
(As Per NSE Bulletin dated on 23.02.2010)
Jubilant Organosys Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on February 20, 2010, inter alia, have accorded the Board to issue, offer and allot (including provision for reservation on firm and competitive basis, of such part of issue and/or for such categories of persons as may be permitted), in the course of one or more domestic or international offering(s) with or without a green shoe option including by way qualified institutional placement under Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009, or such other revised guidelines as may be applicable ('SEBI Guidelines'), to eligible investors (whether or not such investors are members of the Company, or whether or not such investors are Indian or foreign, including such qualified institutional buyers such as mutual funds, venture capital funds, foreign venture capital investors, foreign institutional investors, public financial institutions, scheduled commercial banks, multilateral and bilateral development financial institutions, state industrial development corporations, insurance companies, pension funds, provident funds, National Investment Fund and other eligible investors as per SEBI Guidelines), whether by way of a public offering or by way of a private placement and whether by way of circulation of an offering circular or placement document or otherwise, securities including equity shares and/or instruments or securities convertible into equity shares of the Company such as Global Depository Receipts (GDRs) and/or American Depository Receipts (ADRs) and/ or foreign currency convertible bonds ('FCCBs') and/or convertible preference shares and/or convertible debentures or bonds (whether convertible compulsorily and/or optionally and whether convertible fully and/or partly), and non- convertible debentures with warrants and/or securities with or without detachable/
non-detachable warrants and/ or warrants with a right exercisable by the warrant-holder to subscribe for equity shares, or by any one or more or a combination of the above model/ methods or otherwise, to be denominated in Indian rupees or one or more foreign currencies, as the case may be ('Securities'), and such issue and allotment to be made in one or more tranche or tranches and on such terms and conditions as may be decided and deemed appropriate by the Board (and as may be amended by the Board, in its sole discretion, from time to time, whether prior to or after the issue and allotment of the said Securities), provided that the aggregate amount of such Securities to be issued (including premium) shall not exceed Rs. 1000 crores. This will be in addition to resolution for raising Rs. 500 crores of capital approved by members through Postal Ballot on December 02, 2009, subject to necessary provisions & approvals.
(As Per BSE Announcement Website dated on 24.02.2010) |
| 16-May-06 |
| Jubilant Organosys Limited has submitted to the Exchange a copy of the notice of the EGM of
the Company to be held on May 16, 2006.
EGM 16/05/2006
Inter alia, to transact the following business:
1. To issue, offer and allotment at such prices and on such terms as the Board of Directors
may from time to time decide, to be subscribed in foreign currency or otherwise, by way of
Private Placement and / or through prospectus and / or offering circular / letter, equity shares
of the Company (which shall rank pari passu with the existing equity shares of the Company) (Shares) any other equity related instruments and / or Global Depository Shares (GDSs) / American Depository Shares (ADSs) against the issue of underlying Shares and / or Foreign Currency Convertible Bonds (FCCB's) convertible at the option of the holder into equity shares and / or GDSs (Securities), to residents or foreign institutional investors and / or such other persons resident outside India / companies / individuals as may be permitted under applicable law and policy, whether or not they are members of the Company, in such form as may be decided by the Board and in one or more tranches as may be deemed appropriate by the Board not exceeding an aggregate value of US $ 325 million, equivalent to Rs 15 billion approximately, whether with or without option to subscribe for additional Securities, subject to necessary approvals & provisions.
2. Alteration in Articles of Association of the Company by substituting the existing Articles
186 to Article 190 under the Heading "Special Provisions" with new Articles 186 to 190".
3. Alteration in the Authorised Share Capital of Rs 550 million as follows :
a. Cancelling 25,00,000 Redeemable Cumulative Preference Shares of Rs 100/- each aggregating to Rs 25,00,00,000 and
b. Creating 25,00,00,000 new equity shares of Re 1 each, aggregating to Rs 25,00,00,000.
and consequential amendment in the Memorandum of Association of the Company.
4. To borrow from time to time money as they may deem appropriate for the business and purpose of the Company, notwithstanding that the monies to be borrowed, together with the monies already borrowed (apart from temporary loans obtained from the Companys bankers in the ordinary course of business) may exceed the aggregate of the monies that may be borrowed by the Board of Directors shall exceed Rs 25,000 million at any one time, subject to necessary approvals & provisions.
(As per BSE Bulletin dated on 27/04/2006)
The company has informed that the members at the Extra Ordinary General Meeting (EGM) of Company held on May 16, 2006, inter alia, have accorded authority to the Board to issue, offer and allot equity shares of the Company (which shall rank pari passu with the existing equity shares of the Company)(Shares) any other equity related instruments and / or Global Depository Shares (GDSs) / American Depository Shares (ADSs) against the issue of underlying Shares and / or Foreign Currency Convertible Bonds (FCCB's) convertible at the option of the holder into equity shares and / or GDSs (Securities), not exceeding an aggregate value of US$ 325 million, equivalent to Rs 15 billion approximately, whether with or without option to subscribe for additional Securities, subject to necessary approvals & provisions.
(As per BSE Bulletin dated on 16/05/2006)
Jubilant Organosys Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the held on May 16, 2006, inter alia, have also accorded to the following: 1. Alteration in Articles of Association of the Company by substituting the existing Articles 186 to Article 190 under the Heading "Special Provisions" with new Articles 186 to 190".
2. Alteration in the Authorised Share Capital of Rs 550/- million as follows : a. Canceling 25,00,000 Redeemable Cumulative Preference Shares of Rs 100/- each aggregating to Rs 25,00,00,000/- and b. Creating 25,00,00,000 new equity shares of Re 1/- each, aggregating to Rs 25,00,00,000/-. and consequential amendment in the Memorandum of Association of the Company. 3. Authority to the Board for borrowing money for the business and purpose of the Company, notwithstanding that the monies to be borrowed, together with the monies already borrowed (apart from temporary loans obtained from the Company's bankers in the
ordinary course of business) may exceed the aggregate of the aggregate of the paid-up capital of the Company and its free reserves, i.e., to say reserves not set apart for any specific purpose, provided that the aggregate of the monies that may be borrowed by the Board of Directors shall not exceed Rs 25,000/- million at any one time, subject to necessary provisions & approvals.
(As per BSE Bulletin dated on 14/06/2006) |
| 03-May-05 |
| EGM 03/05/2005
to transact the following:
1. Authorised the Board to the issue, offer and allotment, at such prices and on such terms
and with such attributes, rights and privileges and all other matters connected therewith or
incidental thereto, as the Board of Directors of the Company may from time to time decide, to
be subscribed in foreign currency, by way of Private Placement and/or through prospectus
and / or offering circular/ letter, equity shares of the Company (which shall rank pari passu
with the existing shares of the Company) (the "Shares"), any other equity related instruments
and / or Global Depository Shares ("GDSs") / American Depository Shares ("ADSs) against
the issue of underlying Shares and/or Foreign Currency Convertible Bonds ("FCCBs")
convertible at the option of the holder into equity shares and/or GDSs ("Securities"), to
residents or foreign institutional investors and such other persons resident outside India /
Companies / individuals as may be permitted under applicable law and policy whether or not
they are members of the Company in such form as may be decided by the Board and in one
or more tranches, as may be deemed appropriate by the Board, not exceeding an aggregate
value of US $ 100 million equivalent to Rs 4.4 billion approximately, whether with or without
an option to subscribe for additional Securities.
Alteration in Articles of Association of the Company by inserting after the existing Article
185, the new Articles 186 to 190 under the Heading "Special Provisions".
The company has informed that the members at the Extra Ordinary General Meeting of the Company held on May 03, 2005, inter alia, have accorded to the Board for the issue of Equity Shares or equity related instruments ("securities") upto US $ 100 million and for alteration of Articles of Association of the Company.
(As per BSE bulletin dated on 09/05/2005) |
| 06-Dec-04 |
| EGM 06/12/2004
To obtain the necessary approval required from members regarding issue of equity shares to
Citigroup & Henderson on preferential basis.
Jubilant Organosys Limited has informed the Exchange that an EGM of the Company will be held
on December 06, 2004, to transact the following business : 1) To raise the ceiling for FII holding in the Company to 35%; 2) To offer for subscription by way of preferential allotment, 2727273 equity shares of Rs.5 each of the
Company (the 'Shares') to select Foreign Investors named in the Resolution, in one or more tranches, at an issue price of Rs.825 per share, for an aggregate value of Rs.2,25,00,00,225; 3) To cancel a part of authorized preference capital amounting to Rs.15.40 crores and to make a corresponding increase in the authorized equity capital because the existing equity capital is only sufficient to meet the proposed preferential issue and full FCCB conversion; 4) Pursuant to the approval of item no. 3, the Memorandum and Articles of Association of the Company are proposed to be altered so as to reflect the altered capital.
(As per NSE Bulletin dated on 18/11/2004)
The Company has informed that at the Extra Ordinary General Meeting of the Company held on December 06, 2004 the members have inter alia accorded to the following:
1. Hike in cap for FII Investment in the Company upto 35% of the paid up capital of the Company.
2. Authorised the Board to issue & allot, in one or more tranches and upon such terms and conditions as may be deemed appropriate by the Board, by way of preferential allotment upto 27,27,273 equity shares of Rs 5 each of the
Company for cash, at a price of Rs 825 per equity share (i.e. at a premium of Rs 820 per share), ranking pari passu in all respects including as to dividend, with the existing equity shares of the Company, to the Foreign Investors upto the
numbers mentioned against their respective names, or to any other person(s), on terms not less favourable than the terms offered to the named investors, as the Board may deem appropriate in its absolute discretion.
3. Alteration of Clause V of the Memorandum of Association of the Company.
4. Alteration of Article 4(a) of the Articles of Association.
(As per BSE Bulletin dated on 15/12/2004)
The Company has informed that pursuant to resolutions passed by the members of Company at the Extra Ordinary General Meeting held on December 06, 2004, the Company has on December 16, 2004 signed Agreements with:
1.HPC (Mauritius) Ltd (Unit of Henderson Global Investors), for their agreeing to invest Rs 900 million approx. in the Company by way of subscription to 10,90,909 equity shares of Rs 5/- each at a price of Rs 825 per share.
2. Citicrop International Finance Corporation (Unit of Citigroup Global Investments) for their agreeing to invest Rs 1100 million approx. in the Company by way of subscription to 13,33,364 equity shares of Rs 5/- each at price of Rs 825 per share.
(As per BSE Bulletin dated on 17/12/2004)
Jubilant Organosys Limited has informed the Exchange that the shareholders of the Company in its EGM held on December 06, 2004 have approved the following :
1) Permit one or more Foreign Institutional Investors to invest and hold in the aggregate, upto 35% of the paid up capital of the company;
2) To issue and allot,in one or more tranches and upon such terms and conditions as may be deemed appropriate by the Board,by way of preferential allotment upto 27,27,273 equtiy shares of Rs.5 each of the Company for cash,at a price of Rs.825 per equity share(i.e. at a premium of Rs.820 per share),ranking pari passu in all respects including as to dividend,with the existing equity shares of the Company(the "Shares"), to the following Foreign Investors upto the numbers mentioned against their names, or to any other person(s),on terms not less favourable than the terms offered to the named
investors,as the Board may deem appropriate in its absolute discretion: a)Citicorp International Finance Corporation(an affiliate of CVC International-a unit of Citigroup Investments)-16,36,364 shares and
b)HPC(Mauritius) Ltd.(a unit of Henderson Asia Pacific Equity Partners I,L.P.(HAPEP)-10,90,909 shares;
3) The Authorised Share capital of Rs.55
crores of the company is altered by: a)Cancelling 15,40,000 Redeemable Cumulative Preference shares of Rs.100 each aggregating to Rs.15,40,00,000 and b)Creating 3,08,00,000 new Equtiy Shares of Rs.5/- each,aggregating to
Rs.15,40,00,000.
4)The Articles of Association of the Company be altered by substituting the existing Article 4(a) by the under-mentioned new Article
4(a): "The Authorised Share Capital of the Company shall be of such amount and be divided into such shares as may be provided in Clause V of the Memorandum of Association of the Company,from time to time."
(As per NSE bulletin dated on 17/12/2004) |