to consider the following:
1. Reclassification of Authorised Share Capital of the Company from Rs 400,00,00,000 (Rupees four hundred crore) divided into 20,00,00,000 equity shares of Rs 10 each and 1,00,00,000 preference shares of Rs 100 each and 10,00,00,000 unclassified shares of Rs 10 each to Rs 400,00,00,000 (Rupees four hundred crore) divided into 30,00,00,000 (thirty crore) Equity Shares of Rs 10/- (Rupees ten) each, and 10,00,00,000 (ten crore) Preference Shares of Rs 10 (Rupees ten) each & consequential amendment in the Memorandum & Articles of Association of the Company.
2. Investments by Foreign Institutional Investors including their sub-accounts ("FIIs"), in the
shares of debentures and/or other securities convertible into or exchangeable with shares of
the Company, by purchase or acquisition from the market under the Portfolio Investment Scheme under FEMA, subject to the condition that the aggregate holding of all FIIs put together shall not exceed 49% of the paid up equity share capital or paid up value of the respective series of the debentures and/or other securities convertible into or exchangeable with shares of the Company as may be applicable or such other maximum limit as may be
prescribed from time to time.
3. Authority to the Board to create, offer, issue and allot, from time to time in one or more tranches, Equity Shares and/or warrants entitling to apply for equity shares or other securities convertible into or exchangeable with equity shares ("Securities") to be subscribed
by domestic/foreign institutions, institutional investors, banks, mutual funds, insurance companies bodies corporate, individuals or other entities, whether or not such investors are
members of the Company, under a preferential issue through offer letter and / or circular and /
or information memorandum and / or such other documents / writings, in such a manner and
on such terms and conditions as may be determined by the Board in its absolute discretion,
provided that the price of the equity shares so issued shall-not be less than Rs 228 (including
a premium of Rs 218) per equity share of Rs 10 each being the price as prescribed under the
Guidelines for Preferential Issues contained in Chapter XIII of the Securities and Exchange
Board of India (Disclosure and Investor Protection) Guidelines, 2000 and the aggregate
amount of the Securities so issued shall not exceed Rs 3,000 crore.
The company has informed that members of the Company, at the Extra Ordinary General Meeting (EGM) held on July 19, 2005, have approved the following :
1. Alteration to the Memorandum of Association relating to capital clause.
2. Alteration to the Articles of Association.
3. Investments by Foreign Institutional Investors (FII's) upto the limit of 49% of the paid up equity share capital / other securities convertible into equity shares.
4. Preferential issue of shares / other securities convertible into / exchangeable with the equity shares to AAA Enterprises Pvt Ltd (AAA) and institutional Investors in terms of SEBI preferential issue guidelines.
(As per BSE Bulletin dated on 22/07/2005)