| 28-Apr-08 |
| United Phosphorus Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on April 28, 2008, inter alia, to transact the following business:
1. To alter the Articles of Association of the Company by adding the following at the end of Article 4:-
"Subject to the provisions of Section 81 of the Act and other applicable law the Company may Issue options to the whole-time directors, officers or employees of the Company, its subsidiaries or its parent, which would give such directors, officers or employees the benefit or right to purchase or subscribe a future date the subscribes offered by the Company at a pre-determined price in terms of schemes of employee stock options or employee stock purchase or both"
2. To grant, issue, offer and allot at any time or from time to time directly or through a trust to the present and future employee(s) including Director(s) of the Company, including employees of its subsidiaries as mentioned in the proposed resolution at item 3 below and as selected on the basis of criteria prescribed by the Board in accordance with the SEBI Guidelines, "the Eligible Employees", except a promoter or a person who belongs to the Promoter group, both these expressions being defined in the SEBI Guidelines and director who directly or indirectly holds more than 10% of the issued capital, under a scheme titled "Employees Stock Option Plan 2008" (Plan) such number of options as the Board may decide, which could give rise the issue of equity shares of the nominal face value not exceeding Re 30,00,000 (Rupees Thirty lakhs only) divided into 15,00,000 (Fifteen lakhs) equity shares of the face value of Rs 2/- each, on such terms & conditions.
3. To create issue, offer and allot at anytime or from time to time directly or through a trust to 'Subsidiary Employees' (which expression shall, unless repugnant to the context, mean and include the permanent Employees of the subsidiaries of the Company and the Directors of the subsidiaries of the Company whether whole-time or not) as may be decided solely by the Board, such number of options in one or more tranches and upon such terms and conditions as may be deemed appropriate by the Board, within the overall limit of 15,00,000 options as mentioned in the proposed resolution at item 2 above each option giving the right but not the obligation, to the holder, to subscribe for cash, to one fully paid equity share of Rs 2 each of the Company, in terms of the United Phosphorus Ltd Employees Stock Option Plan, 2008 ('Plan') (as put up for approval in terms of the preceding Resolution).
The offer shall be to Subsidiary Employees of such subsidiaries of the Company as the Board at its discretion, may from time to time decide (elected Subsidiaries') and shall be in accordance with the terms and conditions as regards price, payment, application, allotment etc. stipulated by the SEBI Guidelines to the extent applicable and in accordance with any other guidelines, rules, regulations and laws to the extent applicable and subject also to the Memorandum and Articles of Association of the Company and the subsidiaries of the Company.
United Phosphorus Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on April 28, 2008, inter alia, have accorded to the following:
1. Alteration of Articles of Association by inserting enabling clause to issue stock options to employees of the Company.
2. According the consent, pursuant to the provisions of Section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956, to the Board of Directors to issue up to 15,00,000 stock options to the eligible employees of the Company under Employees Stock Option Plan 2008, to give right to the holder to subscribe for one fully paid equity share of Rs 2/- each for each option.
3. According the consent, pursuant to the provisions of Section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956, to the Board of Directors to issue stock options to the eligible employees of the subsidiary Companies within overall limit of 15,00,000 options as mentioned in the resolution no. 2 above.
(As per BSE Announcement Website dated on 28/04/2008)
United Phosphorus Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on April 28, 2008, inter alia, have also accorded the following:
1. Alternation of the Articles of Association of the Company by adding the following at the end of Article 4:-
"Subject to the provisions of Section 81 of the Act and other applicable law the Company may Issue options to the whole-time directors, officers or employees of the Company, its subsidiaries or its parent, which would give such directors, officers or employees the benefit or right to purchase or subscribe a future date the subscribes offered by the Company at a pre-determined price in terms of schemes of employee stock options or employee stock purchase or both"
2. Authority to the Board to grant, issue, offer and allot at any time or from time to time directly or through a trust to the present and future employee(s) including Director(s) of the Company, including employees of its subsidiaries as mentioned in the proposed resolution at item 3 below and as selected on the basis of criteria prescribed by the Board in accordance with the SEBI Guidelines, "the Eligible Employees", except a promoter or a person who belongs to the Promoter group, both these expressions being defined in the SEBI Guidelines and director who directly or indirectly holds more than 10% of the issued capital, under a scheme titled "Employees Stock Option Plan 2008" (Plan) such number of options as the Board may decide, which could give rise the issue of equity shares of the nominal face value not exceeding Re 30,00,000 (Rupees Thirty lakhs only) divided into 15,00,000 (Fifteen lakhs) equity shares of the face value of Rs 2/- each, on such terms & conditions.
3. Authority to the Board to create issue, offer and allot at anytime or from time to time directly or through a trust to 'Subsidiary Employees' (which expression shall, unless repugnant to the context, mean and include the permanent Employees of the subsidiaries of the Company and the Directors of the subsidiaries of the Company whether whole-time or not) as may be decided solely by the Board, such number of options in one or more tranches and upon such terms and conditions as may be deemed appropriate by the Board, within the overall limit of 15,00,000 options as mentioned in the proposed resolution at item 2 above each option giving the right but not the obligation, to the holder, to subscribe for cash, to one fully paid equity share of Rs 2 each of the Company, in terms of the United Phosphorus Ltd Employees Stock Option Plan, 2008 ('Plan') (as put up for approval in terms of the preceding Resolution).
The offer shall be to Subsidiary Employees of such subsidiaries of the Company as the Board at its discretion, may from time to time decide (elected Subsidiaries') and shall be in accordance with the terms and conditions as regards price, payment, application, allotment etc. stipulated by the SEBI Guidelines to the extent applicable and in accordance with any other guidelines, rules, regulations and laws to the extent applicable and subject also to the Memorandum and Articles of Association of the Company and the subsidiaries of the Company.
(As per BSE Announcement Website dated on 07/05/2008) |
| 03-Mar-08 |
| United Phosphorus Ltd has informed BSE that the Company had filed a Company application with the Hon'ble High Court of Gujarat on January 28, 2008.
Subsequently, the Hon'ble High Court of Gujarat, by an order made on January 29, 2008 has directed that a meeting of the Equity Shareholders of the Company be convened and held on March 03, 2008 for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Arrangement between United Phosphorus Ltd and SWAL Corporation Ltd and their respective shareholders. |
| 21-Dec-07 |
| United Phosphorus Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on December 21, 2007, inter alia, to approve the remuneration payable to Mr. Rajju D Shroff, Chairman and Managing Director of the Company, on terms & conditions.
United Phosphorus Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on December 21, 2007, have unanimous consent to increase in the remuneration payable to Mr. Rajju D Shroff, Chairman and Managing Director.
(As per BSE Announcement Website dated on 24/12/2007) |
| 11-Oct-07 |
| United Phosphorus Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on October 11, 2007, inter alia, to transact the following:
1. Increase the Authorised Share Capital of the Company from Rs 200,00,00,000/- divided into 27,50,00,000 equity shares of Rs 2/- each, 1,40,00,000 Preference Share of Rs 100/- each & 50,00,000 Preference Shares of Rs 10/- each to Rs 300,00,00,000/- dividend into 77,50,00,000 equity shares of Rs 2/- each and 50,00,000 Preference Share of Rs 10/- each & consequential amendments in the Memorandum & Articles of Association of the Company.
2. Authority to the Board of Directors of the Company to borrow any sum or sums of money from time to time, with or without security and on such terms & conditions as they may think fit notwithstanding that the money already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) 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, provided, however, that the total amount so borrowed by the Board of Directors shall not exceed the sun of Rs 10,000/- crores.
3. To approve the revised remuneration payable to Mr. Vikram R Shroff, Executive Director.
4. To create, offer, issue & allot warrants, entitling the warrant holder(s) from time to time to apply for equity shares of the Company, in one or more tranches, to promoter / promoter group whether or not they are members of the Company, on preferential placement basis through offer letter and / or circular and / or information memorandum and / or private placement memorandum and / or such other documents / writings, in such manner and on such terms & conditions as may be determined by the Board in its absolute discretion, provided that the aggregate numbers of resultant equity shares of the Company to be issued against such warrants shall not exceed 3,11,70,000 fully equity shares of the face value of Rs 2/- each (subject to necessary provisions and approvals) at a price not less than higher of:
a. The average of the weekly high and low of the closing prices of the Company's shares quoted on the stock exchange (National Stock Exchange of India Ltd) during the six months preceding the relevant date.
b. The average of the weekly high and low of the closing prices of the Company's shares quoted on a stock exchange (National Stock Exchange of India Ltd) during the six months preceding the relevant date.
'relevant date' for this purpose being September 10, 2007.
5. To create, offer, issue & allot in one or more tranches, equity shares or such other permissible instruments convertible into equity share at the option of the Company or of the holders of the instrument in accordance with Clause 13A.5.1 of Chapter XIII-A, at a price not less than higher of :
a. The average of the weekly high and low of the closing prices of the Company's shares quoted on the stock exchange (National Stock Exchange of India Ltd) during the six months preceding the 'relevant date'.
b. The average of the weekly high and low of the closing prices of the Company's shares quoted on a stock exchange (National Stock Exchange of India Ltd) during the two weeks preceding the 'relevant date'.
'relevant date' for this purpose being September 10, 2007.
being the minimum price specified as per Clause 13A.3.1 of Chapter XIII-A of SEBI Guidelines, giving the holder the right to subscribe to equity shares on Private Placement Basis or under Qualified Institutional Placement to QIB's as permitted under Chapter XIII-A of the SEBI (Disclosure and Investor Protection) (DIP) Guidelines, 2000 through prospectus / placement document / Foreign Investors / FIIs , NRIs, Body Corporate, Companies, Mutual Funds, Financial Institutions, Banks, Insurance Companies, Pension Funds etc., whether they are existing shareholders of the Company or not (collectively referred to as the investors and combination thereof) / Global Depository Receipts (GDRs), Foreign Currency Convertible Bonds (FCCBs) or a combination thereof and / or instruments convertible into equity share optionally or otherwise ("Securities") for an aggregate sum up to US $ 500 million or equivalent in Indian and / or any other currency(ies) directly in the course of domestic and / or international offering to Non-resident Investors (whether or not such investors are members, promoters, directors of the Company) through Private Placement(s), at such time or times in one or more tranches, at such price or prices which will be determined in accordance with the relevant applicable guidelines / provisions specified that behalf including at a discount or premium to market price or prices in such manner or such terms & condition as may be decided subject to the applicable statutory rules & regulation and in consultation with the Merchant Bankers, Lead Managers, Underwriters, Advisors and as may be deemed appropriate and approved by the Board of the Company at the time of such offer / issue / allotment of securities so as to enable the Company to get listed at any stock exchanges in India and / or International / Overseas Stock Exchange(s) wherever applicable & necessary, subject to necessary provisions & approvals.
United Phosphorus Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on October 11, 207, inter alia, have accorded the following:
1. Increase of Authorised Share Capital of the Company from Rs 200,00,00,000/- (Two Hundred Crores) to Rs 300,00,00,000/-(Rupees Three Hundred Crores).
2. Alteration of existing Article 3 of the Articles of Association of the Company in respect of Authorised Share Capital of the Company.
3. Authority to the Board Directors to borrow any sum or sums of money from time to time, not exceed the Sum of Rs 10,000 crores (Rupees Ten Thousand Crores only).
4. Increase in the remuneration payable to Mr. Vikram R Shroff the Executive Director.
5. The raising of further equity by way of preferential issue of 3,11,70,000 (Three crores eleven lacs seventy thousand) warrants exercisable into equal number of equity shares of Rs 2 each of the Company to the Promoters as per SEBI Guidelines for Preferential Issues. An amount equivalent to 10% of the price to be determined as per SEBI Guidelines for each warrant would be paid on allotment of warrants and the remaining 90% would be paid at the time of subscription to equity shares on exercise of rights attached to the warrants within a period of 18 months.
6. Issue of Equity shares / FCCBs / GDRs / any other permissible instruments convertible into equity shares up to US $ 500 million to Qualified Institutional Buyers (QIBs) as per SEBI Guidelines for Qualified Institutions Placement (QIP) or to any other non resident investors / FIIs through private placement, in one or more tranches.
(As Per BSE Announcement Website Dated on 11/10/2007) |
| 30-Dec-05 |
| United Phosphorous Limited has submitted to the Exchange a copy of the Notice of EGM of the
Company to be held on December 30, 2005.
EGM 30/12/2005
To consider inter alia, the following:
1. Authority to the Board to borrow money (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) upto an amount not exceeding Rs 30,000 million, subject to necessary approvals and provisions.
2. Authority to the Board to create / issue / offer and allot in the course of international
offering/s in one or more foreign markets, Foreign Currency Convertible Bonds (FCCBs)and / or equity shares (through Depository Receipt Mechanism) and / or Fully Convertible Debentures (FCDs) and / or Partly Convertible Debentures (PCBs) and / or Equity Shares and / or Depository Receipt and / or any other Financial Instruments (OFIs) together with or without warrants (Securities) upto an amount not exceeding US $ 150 million (inclusive of such premium as may be determined by the Board, in any convertible, foreign exchange, at such price or prices, at discount or premium to market price or prices, as the Board in its absolute discretion deem fit, subject to necessary approvals and provisions.
(As per BSE BUlletin dated on 07/12/2005)
The company has informed that the Company has, subject to approval of the shareholders of the Company at the Extra Ordinary General Meeting (EGM) to be held on December 30, 2005, and also subject to satisfying certain conditions
precedent, priced its international issue of US$ 140 million Foreign Currency Convertible Bonds (FCCBs) with an option to increase by a further amount of US$ 10 million. The FCCBs consists of the following two series:
SERIES A :
US$ 60 million, plus option to increase by a further amount of US$ 10 million.
Maturity: January 07, 2011 (5 years and one day).
Compulsorily Convertible into shares on February 17, 2006 at Rs 225.00 per equity share of Rs 2/- each.
Coupon: Zero Coupon
SERIES B :
US$ 80 million
Maturity: January 07, 2011 (5 years and one day).
Optionally Convertible into equity share of Rs 2/ each at:
(a) Rs 256.83 if converted before January 07, 2007.
(b) Rs 272.06 if converted from January 08, 2007 until December 07, 2010
Coupon: 0.5%
Redemption Price : US$ 130.87 per bond of US$ 100/-.
YTM 5.875 %
Soft Callable:
- 140% of the Accreted Principal Amount for the period on or after February 01, 2007 (1 year and 2 weeks) until January 31, 2008 (both dates inclusive);
- 135% of the Accreted Principal Amount for the period on or after February 01, 2008 (2 years and 2 weeks) until January 31, 2009 (both dates inclusive); or
- 130% of the Accreted Principal Amount for the period on or after February 01, 2009 (3 years and 2 weeks) until December 07, 2010 (both dates inclusive).
- In addition, the Issuer may redeem the Series B Bond in whole at the Accreted Principal Amount if the principal amount of the Series Bonds that have not been redeemed, repurchased and cancelled, or converted is equal to less than 10% of the original principal amount of the Series B Bonds.
Closing Market Price on BSE as on December 08, 2005:
Rs 217.65 per Equity Share of Rs 2/- each
Fixed Exchange Rate: US$ 1 = INR 46.26
Listing : The Series B bonds will be listed on Singapore Stock Exchange.
Lead Manager: UBS Investment Bank.
(As per BSE Bulletin dated on 09/12/2005)
The company has informed that the members at the Extraordinary General Meeting (EGM) of the Company held on December 30, 2005, have unanimously approved the following resolutions:
1. Authority to Board to borrow money (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) not exceeding a sum of Rs 30000 million.
2. To create, issue / offer and allot in the course of international offering/s in one or more foreign markets, Foreign Currency Convertible Bonds (FCCBs) and / or Equity Shares (through Depository Receipt Mechanism) and / or Fully
Convertible Debentures (FCDs) and / or Partly Convertible Debentures (PCDs) and / or Equity Shares and / or Depository Receipt and / or any Other Financial Instruments (OFIs) in one or more tranches for an amount not exceeding US $150 millions, in any convertible foreign exchange.
(As per BSE Bulletin dated on 30/12/2005)
United Phosphorous Limited has submitted to the Exchange a copy of the Special Resolution
passed at the EGM of the Members of the Company held on December 30, 2005.
(As per NSE Bulletin dated on 02/01/2006)
United Phosphorous Limited has submitted to the Exchange a copy of the Proceedings of the EGM held on December 30, 2005.
(As per NSE Bulletin dated on 13/01/2006) |