| Has considered and approved the following:
1. Seek approval of Members for enhanced borrowing powers in excess of capital of the Company and its free reserves subject to a limit of Rs.1000 crores (apart from temporary loans obtained and to be obtained from the Companys bankers in the ordinary course of business).
2. Subject to approval of Members and other statutory authorities, if any, issue of 42,00,000 Share Warrants by private placement on Preferential basis to Ganapati Adusumilli Fininvest Pvt. Ltd, an associate concern of Promoters Group at issue price of Rs.60/- (including premium of Rs.50/-) per Share Warrant with option to convert each Share Warrant by exchange / surrender for one Equity Share of Rs.10/- at a future date, which upon full conversion to Equity would account for 10.94% of expanded paid up capital of the Company. The Promoters Group holding will go up from 36.20% to 42.43% on the expanded capital of the Company. The issue price of Share Warrant is higher than the price determined under SEBI Regulations for pricing of preferential issue with reference to the relevant date November 15, 2010 i.e. 30 days prior to the date of Extraordinary General Meeting.
3. Subject to approval of Members and other statutory authorities, if any, issue of Equity Shares to Stemcor AG, a Body Corporate incorporated out side India and an existing shareholder of the Company by Private Placement on Preferential allotment basis at issue price of Rs.60/- (including premium of Rs.50/-) per Equity Share. Stemcor AG holding will go up from the existing 14.67% to 14.84% on the expanded capital of the Company. The issue price of Equity shares is higher than the price determined under SEBI Regulations for pricing of preferential issue with reference to the relevant date November 15, 2010 i.e. 30 days prior to the date of Extraordinary General Meeting.
4. The issue proceeds of Share Warrants and Equity Shares are to part finance project cost of the Integrated Project for manufacture of Ductile Iron Pipes, Sinter Plant, Captive Thermal Plant and Modernization of Blast Furnace and other business needs.
5. Calling of art Extraordinary General Meeting on December 15, 2010 for the approval of the Preferential Issue and allotment of Share Warrants and Equity Shares.
Sathavahana Ispat Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the Company will be held on December 15, 2010, inter alia, to transact the following :
1. Authority to the Board of Directors of the Company the Board which term shall be deemed to include any committee of Directors, for the time being exercising the powers conferred upon by the Board) for borrowing from time to time any sum or sums of money or moneys for Companys business, in such manner from time to time with or without security and upon such terms and conditions as the Board may think fit Which, together with the moneys already borrowed by the Company (apart from temporary bans obtained or to be obtained from the Companys 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 purpose, provided that the total amount of money / moneys so borrowed by the Board and outstanding at any given point of time shall not exceed the limit of Rs. 1000 Crores (Rupees One thousand crores only).
2. To create, offer, issue and allot 42,00,000 (Forty Two Lakhs only) Share Warrants of Rs.10/- each convertible at the option of holder thereof to one Equity Share of Rs.10/- each by exchange / surrender of each such Share Warrant at a future date, for cash at a price of Rs.60/- (including premium of Rs.50/-) per Share Warrant or per Equity Share arising on conversion of Share Warrant as the case may be which price determined by the Board to be the 'issue price' and being higher than the price determined under SEBI Regulations for preferential issues (Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009) with respect to the Relevant Date November 15, 2010 i.e. 30 days prior to the date of General Meeting, to the promoters and their relatives, friends and associates, Bodies Corporate registered in India, whether or not they are members of the Company (hereinafter referred to them severally as the Allottees), on preferential allotment basis through private placement under an offer letter and / or circular and / or information memorandum and / or such other documents / writings and to the extent and in one or more tranches but within a period of fifteen days from date of consent, hereof or where any approval is pending on such issue and allotment by any regulatory authority or the Central Government within a period of fifteen days from the date of such approval and in the manner as may be decided by the Board in its absolute discretion in this behalf. Subject to necessary provision & approval.
3. To create, offer, issue and allot 8,00,000 (eight lakhs only) Equity Shares of Rs.10/-(Rupees ten only)each, for cash at a price of Rs.60/- (including premium of Rs.50/-) per Equity Share which price determined by the Board to be the issue price and being higher than the price determined under Securities and Exchange Board of India (Issue of Capital and Disclosure) Regulations, 2009 for preferential issues Chapter VII, (herein after referred to as SEBI Regulations) with respect to the Relevant Date November 15, 2010 i.e. 30 days prior to the date of General Meeting, to Stemcor AG, a Body Corporate registered outside India; who is a member of the Company (hereinafter referred to it as the Allottee), on preferential allotment basis through private placement under an offer letter and / or circular and / or information memorandum and / or such other documents / writings and to the extent and in one or more tranches but within a period of fifteen days from date of consent hereof or where any approval is pending on such issue and allotment by any regulatory authority or the Central Government within a period of fifteen days from the date of such approval and in the manner as may be decided by the Board in its absolute discretion in this behalf. Subject to necessary provision & approval.
(As Per BSE Announcement Dated on 24.11.2010)
Sathavahana Ispat Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on December 15, 2010, inter alia, have considered and approved the following Special Business:
1. Members approved and passed unanimously the ordinary resolution for enhanced borrowing powers in excess of capital of the Company and its free reserves subject to a limit of Rs. 1000 crores (apart from temporary loans obtained and to be obtained from the Company's bankers in the ordinary course of business).
2. Members approved and passed unanimously the Special Resolution for issue of 42,00,000 Share Warrants by private placement on Preferential basis to Ganapati Adusumilli Fininvest Private Limited, an associate concern of Promoters Group at issue price of Rs. 60/- (including premium of Rs. 50/-) per Share Warrant with option to convert each Share Warrant by exchange / surrender for one Equity Share of Rs. 10/- at a future date, which upon full conversion to Equity would account for 10.94% of expanded paid up capital of the Company. The Promoters' Group holding will go up from the present 36.20% to 42.43% on the expanded capital of the company on the assumption that The Share Warrants will be fully subscribed and fully paid up on conversion into Equity Shares.
3. Members approved and passed unanimously the Special Resolution for issue of 8,00,000 Equity Shares to Stemcor AG, a Body Corporate incorporated out side India and an existing shareholder of the Company by Private Placement on Preferential allotment basis at issue price of Rs. 60/- (including premium of Rs. 50/-) per Equity Share. Stemcor AG holding will go up from the existing 14.67% to 14.84% on the expanded capital of the Company after the present preferential issue and on the assumption that the Share Warrants will be fully subscribed and fully paid up on conversion into Equity Shares.
(As Per BSE Announcement Website dated on 15.12.2010)
Sathavahana Ispat Ltd has submitted to BSE a copy of the minutes of the Extra Ordinary General Meeting (EGM) of the members of the Company held on December 15, 2010.
(As Per BSE Announcement Website dated on 18.01.2011) |
| Subject to approval of Members and other statutory authorities, if any, issue of 15,75,000 Share Warrants by private placement on Preferential basis to Promoters Group at issue price of Rs 60/- (including premium of Rs 50/- per Share Warrant) with option to convert each Share Warrant by exchange / surrender for one Equity Share of Rs 10/- at a future date, which upon fill conversion to Equity would account for 4.72% of expanded paid up capital of the Company.
Subject to approval of Members and other statutory authorities, if any, issue of Equity Shares to the following by Private Placement on Preferential basis at issue price of Rs 60/- per share (including premium of Rs 50/- per share):
(a) 49,00,000 Equity Shares to Stemcor Holdings Ltd, London and it's Group Companies which account for 14.67% of expanded paid up capital of the Company.
(b) 6,25,000 Equity Shares to Promoters Group which account for 1.87% of expanded paid up capital of the Company.
The Promoter Group's holding in the expanded capital would cone down to 36.01% from the current level of 37.37%.
The issue price of Share Warrant and Equity shams is higher than the price determined under SEBI guidelines for pricing of preferential issue with reference to the relevant date December 15, 2007 i.e. 30 days prior to the date of Extraordinary General Meeting.
Calling of an Extraordinary General Meeting for the approval of the Preferential Issue and allotment of Share Warrants and Equity Shares on January 14, 2008.
Sathavahana Ispat Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on January 14, 2008, inter alia, to transact the following:
1. To alter the Memorandum of Association of the Company by substituting the following new sub-clause in the capital clause V(b) of the Memorandum of Association of the Company.
'(b) The Company has power from time to time to increase, or decrease or divide its capital as Equity Shares or Preference Shares or Share Warrants and to attach to any class or classes of such Equity Shares, Preference Shares, Share Warrants any rights, privileges, or priorities in payment of dividends or distribution of assets or otherwise over any other and to subject the same to any restrictions, limitations or conditions and to vary the Articles of the Company, and to apportion the right to participate in profits in any manner subject to the prior consent, if any, of the Government of India or the Order of the Court, if the same will be necessary, being obtained before doing so'".
2. To alter the Articles of Association of the Company by inserting the new Articles 39A after the existing Article 39 to be headed 'Share Warrants'.
3. To offer, issue and allot 15,75,000 (Fifteen Lakhs seventy five thousand only) Share Warrants of Rs 10/- each convertible to one Equity Share of Rs 10/- each by exchange / surrender of each such Share Warrant at a future date, for cash at a price of Rs 60/- (including premium of Rs 50/-) per Share Warrant as the case may be which price determined by the Board to be the 'issue price' and being higher than the price determined under SEBI guidelines for preferential issues (Chapter XIII of SEBI (Disclosure and Investor Protection) Guidelines, 2000) with respect to the Relevant Date December 15, 2007 i.e. 30 days prior to the date of General Meeting, to the promoters and their relatives, friends and associates, whether they be resident Indians / non-resident Indians (NRIs) / Persons of India Origin (PIOs); whether or not they are members of the Company ("the Allottees"), on preferential allotment basis through private placement under an offer letter and / or circular and /or information memorandum and / or such other documents / writings and to the extent and in one or more tranches but within a period of fifteen days from date of consent hereof and in the manner as may be decided by the Board in its absolute discretion in this behalf, subject to necessary provisions & approvals.
4. To offer and issue 55,25,000 (fifty five lakhs twenty five thousand only) Equity shares of Rs 10/- (Rupees ten only) each, for cash at a price of Rs 60/- (including premium of Rs 50/-) per share which price determined by the Board to be the 'issue price' and being higher than the price determined under SEBI guidelines for preferential issues (Chapter XIII of SEBI (Disclosure and Investor Protection) Guidelines, 2000) with respect to the Relevant Date December 15, 2007 i.e. 30 days prior to the date of General Meeting, to the promoters and their relatives, friends and associates, whether they be resident Indians / non-resident Indians (NRIs) / Persons of Indian Origin (PIOs); Bodies Corporate whether registered in India or abroad; whether or not they are members of the Company ("the Allottees"), on preferential allotment basis through private placement under an offer letter and / or circular and / or information memorandum and / or such other documents / writings and to the extent and in one or more tranches but within a period of fifteen days from date of consent hereof and in the manner as may be decided by the Board in its absolute discretion in this behalf, subject to necessary provisions & approvals.
(As per BSE Announcement Website dated on 27/12/2007)
Sathavahana Ispat Ltd has informed BSE that the shareholders at the Extraordinary General Meeting (EGM) of the Company held on January 14, 2008, inter alia, have considered and approved the following:
1. Alteration of capital clause of Memorandum of Association by substitution of new clause in place of sub clause (b) to clause V.
2. Alteration of Articles of Association by inserting new Article 39A facilitating issue of Share Warrants.
3. Subject to approval of statutory authorities and stock exchanges, if any, Board of Directors of the Company were authorised the Board to issue and allot 15,75,000 Share Warrants by private placement on Preferential basis to Promoters Group at issue price of Rs 60/- (including premium of Rs 50/- per Share Warrant) with option to convert each Share Warrant by exchange / surrender for one Equity Share of Rs 10/- at a future date but within a period of eighteen months, which upon full conversion to Equity would account for 4.72% of expanded paid up capital of the Company.
4. Subject to approval of statutory authorities, if any, Board of Directors of the Company were authorised to issue and allot Equity Shares to the following by Private Placement on Preferential basis at issue price of Rs 60/- per share (including premium of Rs 50/- per share):
a) 49,00,000 Equity Shares to Stemcor Holdings Ltd, London and it's Group Companies which account for 14.67% of expanded paid up capital of the Company.
b) 6,25,000 Equity Shares to Promoters Group which account for 1.87% of expanded paid up capital of the Company.
The Promoter Group's holding in the expanded capital would come down to 36.01% from the current level of 37.37%.
The issue price of Share Warrant and Equity shares is higher than the price determined under SEBI guidelines for pricing of preferential issue with reference to the relevant date December 15, 2007 i.e. 30 days prior to the date of Extraordinary General Meeting.
(As per BSE Announcement Website dated on 14/01/2008) |