| AGM 28/08/2009
Kemrock Industries & Exports Ltd has informed BSE that the Annual General Meeting (AGM) of the members of the Company will be held on August 28, 2009, inter alia, to transact the following:
1. To receive, consider and adopt the audited Balance Sheet as at March 31, 2009 and the Profit and Loss Account for the year ended on that date together with the Reports of the Directors and Auditors thereon.
2. To declare a dividend on equity shares for the financial year ended on March 31, 2009.
3. To appoint a Director in place of Mr. Kaushik Bhatt, who retires by rotation and being eligible, offers himself for re-appointment.
4. To appoint a Director in place of Mr. Tushar Patel, who retires by rotation and being eligible, offers himself for re-appointment.
5. To appoint M/s H K Shah & Co., Chartered Accountants, the retiring Auditors as Auditors, who shall hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company and to authorize the Board of Directors to fix their remuneration.
6. Alteration in the Articles of Association of the Company
7. increased in Authorised Share Capital of the Company from Rs 25,00,00,000 (Rupees twenty five crores only) divided into 2,50,00,000 (two crore fifty laths only) equity shares of Rs 10/- (Rupees ten only) each to Rs. 35,00,00,000 (Rupees thirty five crores only) divided into 3,50,00,000 (Three crore fifty lakhs only) equity shares of Rs. 10/- (Rupees ten only) each by creation of an additional 1,00,00,000 (one crore) equity shares of Rs. 10/- each for an aggregate amount Rs. 10,00,00,000 (Rupees ten crores) & consequential amendments in Memorandum of Association of the Company.
8. To issue, offer and allot up to 16,00,000 (Sixteen lakhs) warrants ( 'RPM Warrants') to RPM International Inc., USA ('RPM'), on a preferential allotment basis, on such terms and conditions and in such manner as the Board may think fit, each RPM Warrants, on exercise, entitling the holder thereof to apply for and be allotted one (1) equity share of Rs 10/- (Rupees ten only) per RPM Warrant, which exercise may be made within a period not exceeding eighteen (18) months from the date of allotment of the RPM Warrants, in one or more tranches, in accordance with SEBI (DIP) Guidelines and other relevant guidelines as may be applicable, such that the equity shares to be issued on exercise of RPM Warrants, so issued or allotted, aggregate to 16,00,000 (Sixteen lakhs) equity shares of Rs. 10/- (Rupee ten only) each fully paid up at a premium of Rs. 350/- per equity share aggregating to Rs. 57,60,00,000 (Rupees fifty seven crores and sixty lakhs only) of which a sum of Rs. 90/- (Rupees ninety only) per RPM Warrant, (being 25% of the subscription price per warrant) would be payable at the time of allotment of the RPM Warrant, aggregating to Rs. 14,40,00,000 (Rupees fourteen crores and forty lakhs only) and balance sum of Rs. 270/- (Rupees two hundred and seventy only) per RPM Warrant (being sum of 75% of the subscription price per equity share) aggregating to Rs. 43,20,00,000 (Rupees forty three crores and twenty lakhs only) would be payable at the time of exercise of the RPM Warrants, and such equity shares to be allotted to the holder of the RPM Warrants, on exercise shall rank pari passu in all respects including entitlement for dividend with the then existing equity shares of the Company on such terms and conditions and In such manner as the Board may think fit, subject to necessary provisions & approvals.
9. To issue, offer and allot up to 8,60,000 (Eight lakhs sixty thousand only) warrants ('Clarita Warrants') to Clarita International Ltd., Mauritius (the 'Clarita'), on a preferential allotment basis, on such terms and conditions and in such manner as the Board may think fit, each Clarita Warrant, on exercise, entitling the holder thereof to apply for and be allotted one (1) equity share of Rs 10/- (Rupees ten only) per Clarita Warrants, which exercise may be made within a period not exceeding eighteen (18) months from the date of allotment of Clarita Warrants, in one or more tranches, in accordance with SEBI (DIP) Guidelines and other relevant guidelines as may be applicable, such that the equity shares to be issued on exercise of Clarita Warrants so issued or allotted, aggregate to 8,60,000 (Eight lakhs sixty thousand only) equity shares of Rs 10/-(Rupees ten only) each fully paid up at a premium of Rs 350/- per equity share aggregating to Rs 30,96,00,000 (Rupees thirty crores and ninety six lakhs only) of which a sum of Rs. 90/- (Rupees ninety only) per Clarita Warrants (being 25% of the subscription price per warrant) would be payable at the time of allotment of the Clarita Warrants, aggregating to Rs. 7,74,00,000 (Rupees seven crores and seventy four lakhs only) and balance sum of Rs. 270/- (Rupees two hundred seventy only) per Clarita Warrants (being sum of 75% of the subscription price per equity share) aggregating to Rs. 23,22,00,000 (Rupees twenty three crores twenty two lakhs only) would be payable at the time of exercise of the Clarita Warrants and such equity shares to be allotted to the holder of the Clarita Warrants on exercise shall rank pari passu In all respects including entitlement for dividend with the then existing equity shares of the Company on such terms and conditions and in such manner as the Board may think fit, subject to necessary provisions & approvals.
10. To issue, offer and allot up to 14,00,000 (Fourteen lakhs) Warrants (Promoters Warrants) to Mr. Kalpesh Patel (the 'Prompter'), on a preferential allotment basis, on such terms and conditions and in such manner as the Board may think fit, each Promoter Warrant, on exercise, entitling the holder thereof to apply for and be allotted one (1) equity share of Rs. 10/- (Rupees ten only) per Promoter Warrant, which exercise may be made within a period not exceeding eighteen (18) months from the date of allotment of the Promoter Warrant, in one or more tranches, in accordance with SEBI (DIP) Guidelines and other relevant guidelines as may be applicable, such that the equity shares to be issued on exercise of Promoter Warrants so issued or allotted, aggregate to 14,00,000 (Fourteen lakhs) equity shares of Rs. 10/- (Rupees ten only) each fully paid up at a premium of Rs. 350/- per equity share aggregating to Rs. 50,40,00,000 (Rupees fifty crores and forty lakhs only) of which a sum of Rs. 90/- (Rupees ninety Only) per Promoter Warrants (being 25% of the subscription price per warrant) would be payable at the time of allotment of the Promoter Warrants, aggregating to Rs. 12,60,00,000 (Rupees twelve crores and sixty lakhs only) and balance sum of Rs 270/- (Rupees two hundred and seventy only) per Promoter Warrants (being 75% of the subscription price per equity share) aggregating to Rs. 37,80,00,000 (Rupees thirty seven crores and eighty lakhs only) would be payable at the time of exercise of the Promoter Warrants and such equity shares to be allotted to the holders of the Promoter Warrants on exercise shall rank pari passu in all respects including entitlement for dividend with the then existing equity shares of the Company on such terms and conditions and in such manner as the Board may think fit, subject to necessary provisions & approvals.
11. To borrow such sum or sums of money in any manner from time to time, as may be required for the purpose of the business of the Company, with or without security and upon such terms and conditions as the Board may think fit, notwithstanding that the moneys so borrowed together with the moneys already borrowed by the Company (apart from temporary loans obtained/to be obtained from the Company's bankers in the ordinary course of business) may exceed the aggregate for the time being of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purposes, provided however that the total amount so borrowed (apart from temporary loans obtained/to be obtained from the Company's bankers in the ordinary course of business) shall not at any time, exceed the limit of Rs 1,500,00,00,000 (Rupees one thousand five hundred crores only), subject to necessary provisions & Approvals.
12. To create, offer, issue and allot in one or more tranches, in the course of domestic/international offerings to Domestic/Foreign Investors/ Institutional Investors/Foreign Institutional Investors, Members, Employees, Non-Resident Indians, Companies or Bodies Corporate whether incorporated in India or abroad, Trusts, Mutual Funds, Banks, Financial Institutions, Insurance Companies, Pension Funds Individuals or otherwise, whether shareholders of the Company or not, through a Public Issue, Rights Issue, Preferential Issue and/or Private Placement, with or without an over-allotment option, equity shares and/or equity shares through 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 or securities linked to equity shares or securities with equity shares/fully convertible debentures/partly convertible debentures or any securities other than warrants, which are convertible or exchangeable with equity shares at a later date, 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, for an amount not exceeding US$ 100 million inclusive of such premium as may be decided by the Board subject to necessary provisions & approvals.
(As Per BSE Announcement Website dated on 13.08.2009)
Kemrock Industries & Exports Ltd has informed BSE that the members at the 15th Annual General Meeting (AGM) of the Company held on August 28, 2009, inter alia, have accorded to the following:
1. Approval and adoption of the Audited Balance Sheet as at March 31, 2009, and the Profit and Loss Account for the year ended on that date along with Director's and Auditor's Reports thereon.
2. Declaration of dividend of Rs 1.50 per equity share (i.e. at 15% on the face value of Rs 10/- per equity share) for the financial year ended on March 31, 2009.
3. Appointment of Mr. Kaushik Bhatt & Mr. Tushar Patel as Directors of the Company, liable to retire by rotation.
4. Re-appointment of M/s. H K Shah & Co., Chartered Accountants as the Auditors of the Company, who shall hold the office upto the conclusion of the next Annual General Meeting of the Company.
5. Alteration in the Articles of Association of the Company.
6. Increase in Authorised Share Capital of the Company and consequential alteration in Capital Clause of the Memorandum of Association.
7. Preferential Issue of Warrants to (i) M/s RPM International Inc., USA; (ii) M/s Clarita International Ltd, Mauritius; and (iii) Mr. Kalpesh Pate, the promoter director.
8. Increase in borrowing limits of the Company from Rs 1,000 Crore to Rs 1,500 Crore under Section 293(1)(d) of the Companies Act, 1956.
9. Issue of GDRs / ADRs / FCCBs / Equity Shares or such other securities.
(As Per BSE Announcement Website dated on 28.08.2009)
Kemrock Industries & Exports Ltd has informed BSE that the members at the 15th Annual General Meeting (AGM) of the Company held on August 28, 2009, inter alia, have also accorded to the following:
1. Increased the Authorised Share Capital of the Company from Rs 25,00,00,000 (Rupees twenty five crores only) divided into 2,50,00,000 (Two crore fifty lakhs only) equity shares of Rs. 10/- (Rupees ten only) each to Rs 35,00,00,000 (Rupees Thirty five Crores only) divided into 3,50,00,000 (Three crore fifty lakhs only) equity shares of Rs 10/- (Rupees ten only) each by creation of an additional 1,00,00,000 (one crore) equity shares of Rs 10/- each for an aggregate amount of Rs 10,00,00,000 (Rupees ten crores) & consequential amendment in the Capital Clause of the Memorandum of Association of the Company.
2. Authority to the Board to issue, offer and allot up to 16,00,000 (Sixteen lakhs) warrants ('RPM Warrants') to RPM International Inc., USA ('RPM') on a preferential allotment basis, on such terms and conditions and in such manner as the Board may think fit, each RPM Warrants, on exercise, entitling the holder thereof to apply for and be allotted one (1) equity share of Rs 10/- (Rupees Ten only) per RPM Warrant, which exercise may be made within a period not exceeding (18) moths from the date of allotment of the RPM Warrants, in one or more tranches, in accordance with SEBI (DIP) Guidelines and other relevant guidelines as may be applicable, such that the equity shares to be issued on exercise of RPM Warrants, so issued or allotted, aggregate to 16,00,000 (Sixteen Lakhs) equity shares of Rs 10/- (Rupees ten only) each fully paid up at a premium of Rs 350/- per equity shares aggregating to Rs 57,60,00,000 (Rupees fifty seven crores and sixty lakhs only) of which a sum of Rs 90/- (Rupees ninety only) per RPM Warrant (being 25% of the subscription price per warrant) would be payable at the time of allotment of the RPM Warrant, aggregating to Rs 14,40,00,000 (Rupees fourteen crores and forty lakhs only) and balance sum of Rs 270/- (Rupees two hundred and seventy only) per RPM Warrant (being sum of 5% of the subscription price per equity share) aggregating to Rs 43,20,00,000 (Rupees forty three crores and twenty lakhs only) would be payable at the time of exercise of the RPM Warrants, and such equity shares to be allotted to the holder of the RPM Warrants, on exercise shall rank pari passu in all respects including entitlement for dividend with the then existing equity shares of the Company, on necessary terms & conditions.
3. Authority to the Board to issue, offer and allot up to 8,60,000 (Eight lakhs sixty thousand only) warrants ('Clarita Warrants') to Clarita International Ltd., Mauritius (the 'Clarita') on a preferential allotment basis, on such terms and conditions and in such manner as the Board may think fit, each Clarita Warrant, on exercise entitling the holder thereof to apply for and be allotted one (1) equity share of Rs 10/- (Rupees ten only) per Clarita Warrants, which exercise may be made within a period not exceeding eighteen (18) months from the date of allotment of Clarita Warrants, in one or more tranches, in accordance with SEBI (DIP) Guidelines and other relevant guidelines as may be applicable, such that the equity shares to be issued on exercise of Clarita Warrants so issued or allotted, aggregate to 8,60,000 (Eight lakhs sixty thousand only) equity shares of Rs 10/- (Rupees ten only) each fully paid up at a premium of Rs 350/- per equity share aggregating to Rs 30,96,00,000 (Rupees thirty crores and ninety six lakhs only) of which a sum of Rs 90/- (Rupees ninety only) per clarita warrants (being 25% of the subscription price per warrant) would be payable at the time of allotment of the Clarita Warrants, aggregating to Rs 7,74,00,000 (Rupees seven crores and seventy four lakhs only) and balance sum of Rs 270/- (Rupees two hundred seventy only) per Clarita Warrant (being sum of 75% of the subscription price per equity share) aggregating to Rs 23,22,00,000 (Rupees twenty three crores twenty two lakh only) would be payable at the time of exercise of the Clarita Warrants and such equity shares to be allotted to the holder of the Clarita Warrants or exercise shad rank pari passu in all respects including entitlement for dividend with the then existing shares of the Company on such terms and conditions and in such manner as the Board may think fit, subject to necessary provisions & approvals.
4. Authority to the Board to issue, offer and allot up to 14,00,000 (Fourteen lakhs) Warrants ('Promoters Warrants') to Mr. Kalpesh Patel (the 'Promoter'), on a preferential allotment basis, on such terms and conditions and in such manner as the Board may think fit, each Promoter Warrant, on exercise, entitling the holder thereof to apply for and be allotted one (1) equity share of Rs 10/- (Rupees ten only) per Promoter Warrant, which exercise may be made within a period not exceeding eighteen (18) months from the date of allotment of the Promoter Warrant, in one or more tranches, in accordance with SEBI (DIP) Guidelines and other relevant guidelines as may be applicable, such that the equity shares to be issued on exercise of Promoter Warrants so issued or allotted, aggregate to 14,00,000 (Fourteen lakhs) equity shares of Rs 10/- (Rupees ten only) each fully paid up at a premium of Rs 350/- per equity share aggregating to Rs 50,40,00,000 (Rupees fifty crores and forty lakhs only) of which a sum of Rs 90/- (Rupees ninety Only) per Promoter Warrants (being 25% of the subscription price per warrant) would be payable at the time of allotment of the Promoter Warrants, aggregating to Rs 12,60,00,000 (Rupees twelve crores and sixty lakhs only) and balance sum of Rs 270/- (Rupees two hundred and seventy only) per Promoter warrants (being 75% of the subscription price per equity share) aggregating to Rs 37,80,00,000 (Rupees thirty seven crores and eighty lakhs only) would be payable at the time of exercise of the Promoter Warrants and such equity shares to be allotted to the holders of the Promoter Warrants on exercise shall rank pari passu in all respects including entitlement for dividend with the then existing equity shares of the Company on such terms and conditions and in such manner as the Board may think fit, subject to necessary provisions & approvals.
5. Authority to the Board to borrow such sum or sums of money in any manner from time to time, as may be required for the purpose of the business of the Company, with or without security and upon such terms and conditions as the Board may think
fit, notwithstanding that the moneys so borrowed together with the moneys already borrowed by the Company (apart from temporary loans obtained / to be obtained from the Company's bankers in the ordinary course of business) may exceed the aggregate for the time being of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purposes, provided however that the total amount so borrowed (apart from temporary loans obtained / to be obtained from the Company's bankers in the ordinary course of business) shall not at any time, exceed the limit of Rs 1,500,00,00,000 (Rupees one thousand five hundred crores only), subject to necessary provisions & approvals.
6. Authority to the Board to create, offer, Issue and allot in one or more tranches, in the course of domestic / international offerings to Domestic / Foreign Investors / Institutional Investors / Foreign Institutional Investors, Members, Employees, Non-Resident Indians, Companies or Bodies Corporate whether incorporated in India or abroad, Trusts, Mutual Funds, Banks, Financial Institutions, Insurance Companies, Pension Fund, Individuals or otherwise, whether shareholders of the Company or not, through a Public Issue, Rights Issue, Preferential Issue and / or Private Placement, with or without an over-allotment option, equity shares and / or equity shares through 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 holders or the securities and / or securities linked to equity shares and / or securing with warrants including any instruments or securities representing either equity shares and / or Foreign Currency Convertible Bonds or Convertible Securities or securities linked to equity shares or securities with equity shares / fully convertible debentures / partly convertible debentures or any securities other than warrants, which are convertible or exchangeable with equity shares at a later date, 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, for an amount not exceeding US$ 100 million inclusive of such premium as may be decided by the Board, subject to necessary provisions & approvals.
(As per BSE Announcement Dated on 29.09.2009) |