| Krishna Deep Trade & Investments Ltd has informed BSE that by an Order made on July 15, 2011 the Hon'ble High Court of Judicature at Bombay has directed that a meeting of the Equity Shareholders of the Company will be convened held on August 22, 2011, to consider and if thought fit, to pass with or without modification(s), under Section 391 to 394 of the Companies Act, 1956, for approval of arrangement embodied in the SCHEME OF AMALGAMATION proposed to be made between Naxpar Lab Pvt. Ltd, the First Transferor Company, Parnax Lab Pvt. Ltd, the Second Transferor Company and the Krishna Deep Trade And Investments Ltd, the Transferee Company.
Krishna Deep Trade & Investments Ltd has informed BSE that Equity Shareholders of the Company at Court Convene Meeting held on August 22, 2011 as directed by the Hon'ble Bombay High Court pursuant to order made on July 15, 2011 have considered and approved with overwhelming majority, the Scheme of Amalgamation of Naxpar Lab Private Ltd, the First Transferor Company and Parnax Lab Private Ltd, the Second Transferor Company with Krishna-Deep Trade & Investments Ltd the Transferee Company under Section 391- 394 of the Companies Act, 1956.
(As Per BSE Announcement Dated on 25.08.2011) |
| Krishna Deep Trade & Investments Ltd has informed BSE that the Board of Directors of the Company at its meeting held on October 12, 2010, inter alia, has consider and take on record the following matters:
1. The Board of Directors discussed the proposal received from Mr. Prakash M. Shah, Mr. Mihir Shah, Mr. Baiju M. Shah and Mr. Binoy B. Shah of their intention to take over the management control of the company as per Regulation 12 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 from the present promoters of the company i.e. M/s. Toucan Food & Snacks Pvt Ltd, M/s. Manjari Metal & Services Pvt Ltd, M/s. Jatipura Investment & Finance Pvt Ltd and M/s. SM Holding & Finance Pvt Ltd.
2. Increase in Borrowing Limits to Rs. 200 Crores, in supersession to all earlier resolutions.
3. Creation of Charge on the Assets of the Company upto the limits specified above.
4. The Board has also approved amendment of Sub Clause C of clause III (Other Objects) of the Memorandum of Association of the Company as follows:
Insertion of New Clause No. 94 & 95 for carrying on business of related to 'Pharmaceuticals Business.'
5. Carrying on the business under Clause No. 94 in the 'Other Objects' clause of the Memorandum of Association under Section 149(2A) of the Companies Act, 1956 along with the main object clause of the company.
6. In this regard Board of Directors has decided to Call Extra-ordinary General Meeting on November 17, 2010 pursuant to 1st Proviso of Regulation 12 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and other items as mentioned above.
Krishna Deep Trade & Investments Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on November 17, 2010, inter alia, to transact the following:
1. To amendment in the Memorandum of Association of the Company.
2. For commencing and carrying on all or any of the new business and activities mentioned in Clause no. 94 & 95 of clause III C of the Memorandum of Association of the Company, at such time or times as the board of directors may deem fit, subject to necessary provisions & approvals.
3. Increase in the Borrowing Powers of the Company:
- To borrow monies from time to time, either by way of rupee loans or by way of foreign currency loans or by way of issue of debentures or by issue of any other instruments and either from Companys Bankers or from any other Bank / Financial Institution or from any other Lending Institution or Bodies Corporate or other persons, on such terms and conditions and covenants stipulated and as may be considered appropriate by the Board of Directors, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Companys bankers in the ordinary course of business) will or may exceed the aggregate of the paid up capital of the Company and its free reserves, that is to say reserves not set apart for any specific purpose, so that the total amount upto which such monies may be borrowed by the Board of Directors and outstanding at any time shall not exceed by more than Rs.200 Crores (Rupees Two Hundred Crores) over and above the aggregate of the paid up capital and free reserves of the Company for the time being, exclusive of interest and other charges, subject to necessary provisions & approvals.
4. To create and/or charge and /or hypothecate in addition to other mortgages / charges / hypothecation created by the company as the Board may direct from time to time, on all or any of movable and/or immovable properties and assets of the Company, both present and future and/or the whole or any part of the undertaking(s) of the Company together with power to take over the management of business and concern of the Company in certain events of default in favour of the Financial institutions / Banks / Trusts / Mutual Funds and other lenders for securing the loans / finance sanctioned to the Company, securities such as fully / partly convertible debentures and/or other non-convertible debentures or other debt instrument(s) issued by the company together with interest, additional interest, liquidated damages, commitment charges, remuneration of the Trustee, premium (if any) on redemption, all other costs, charges and expenses payable by the Company in terms of the loan agreement, trust deed and all such agreements / documents as may have been executed between the parties, subject, however to the total outstanding amount at anytime so secured not exceeding the amount consented by the Company by the Resolution passed by virtue of postal ballot pursuant to Section 293(1)(d) of the Companies Act, 1956 or upto the higher amount/s as may be so consented by the Company from time to time in future, subject to necessary provisions & approvals.
5. Change in control and management of the Company by designating Mr. Prakash Mahasukhlal Shah, Mr. Mihir Prakash Shah, Mr. Baiju Mohasukhlal Shah and Mr. Binoy Balju Shah (Applicants) as promoters of the company to have management control over the company and its management in place of M/s. Toucan Food & Snacks Pvt. Ltd, M/s. Manjari Metal & Services Pvt. Ltd, M/s. Jatipura Investment & Finance Pvt. Ltd and M/s. SM Holding & Finance Pvt. Ltd, the existing Promoters and other persons belonging to the Promoter Group as defined under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, subject to necessary provisions & approvals.
(As Per BSE Announcement Website dated on 10.11.2010) |
| To call an Extra Ordinary General Meeting of the members on March 22, 2010.
Krishna Deep Trade & Investments Ltd has informed BSE that the Shareholders at the Extra Ordinary General Meeting (EGM) of the Company held on March 22, 2010, inter alia, have passed the following resolutions:
1. Increase the Authorised Share Capital of the Company from Rs. 3,00,00,000/- to Rs. 4,00,00,000/- (Rupees Four Crore only) divided into 40,00,000 Equity Shares of Rs. 10/- each.
2. Adoption of New Clause V(a) of Memorandum of Association of the Company in respect of increase of share capital.
3. Adoption of New Clause 2(a) of Articles of Association of the Company in respect of increase of share capital.
4. To issue and allot 36,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 2/- per share out of which 7,00,000 Equity Shares to be allotted to Promoter Group and 29,00,000 Equity Shares to Other Investors on Preferential Allotment basis pursuant to Section 81(1A) of the Companies Act, 1956.
(As Per BSE Announcement Dated on 22/03/2010) |