| Board has, subject to necessary approvals of the members and other applicable Statutory Authorities, approved to offer, issue and allot securities of the Company on preferential basis, in one or more trenches at the price as per SEBI Guidelines. The details of the proposed preferential issues are as follows :
1. Not exceeding 5,15,00,000 Equity shares of Re 1/- each to Reliance Capital Ltd ("RCL")
2. (i) Series A - Rs 100 million @ 11% p.a. Optionally Fully Convertible Redeemable
Debentures of Rs 5.00 million each to Reliance Capital Ltd;
(ii) Series B - Rs 110 million @ 12% p.a. Optionally Fully convertible Redeemable Debentures of Rs 5.00 million each to Reliance Capital Ltd;
3. Not exceeding 2,50,00,000 Equity Shares of Re 1/- each to Stressed Asset Stabilization Fund ("SASF") as part of the One Time Settlement of the Company's liability to the SASF.
4. 4,75,00,000 Optionally Convertible Equity Warrants to the Promoters of the Company - penny securities and Investments Pvt Ltd / Ventura Texports Ltd.
Further, the Company has informed that an Extraordinary General Meeting of the Company has been convened to obtain the approval of the members on June 14, 2006 for the above purpose and all incidental matters thereto.
EGM 14/06/2006
Approval for the details of the proposed preferential issues.
1. Not exceeding 5,15,00,000 Equity shares of Re 1/- each to Reliance Capital Ltd ("RCL")
2. (i) Series A - Rs 100 million @ 11% p.a. Optionally Fully Convertible RedeemableDebentures of Rs 5.00 million each to Reliance Capital Ltd;
(ii) Series B - Rs 110 million @ 12% p.a. Optionally Fully convertible Redeemable Debentures
of Rs 5.00 million each to Reliance Capital Ltd;
3. Not exceeding 2,50,00,000 Equity Shares of Re 1/- each to Stressed Asset Stabilization Fund ("SASF") as part of the One Time Settlement of the Company's liability to the SASF.
4. 1,75,00,000 Optionally Convertible Equity Warrants to the Promoters of the Company -
penny securities and Investments Pvt Ltd / Ventura Texports Ltd.
EGM 14/06/2006
inter alia, to transact the following businesses:
1. Increase in the Authorised Share Capital of the Company from Rs 40,00,00,000/- divided into 30,00,00,000 Equity Shares of Re 1/- each and 10,00,000 Redeemable Preference Shares of
Rs 100/- each, to Rs 50,00,00,000/- by creation and addition of 10,00,00,000 Equity Shares of
Re 1/- each such that the Authorised Share Capital of the Company shall be comprised of 40,00,00,000 Equity Shares of Re 1/- each and 10,00,000 Redeemable Preference Shares of Rs 100/- each and consequential amendment in Memorandum & Article of Association of the Company.
2. To create, offer and allot, to:
i. The Stressed Asset Stabilisation Fund (SASF) 2,50,00,000 fully paid up equity shares of Re
1/- each on a private / preferential placement basis as part of the One Time Settlement of the
Company's liability to the SASF and
ii. Further create, offer and allot in the course of one or more private offerings to Reliance
Capital Ltd (RCL) not exceeding 5,15,00,000 equity shares of Re 1/- each for cash at such price
in a private / preferential placement basis;
the offers and consequent allotments to be made at such time or times in one or more tranches, at such price or prices, at a discount, at par to or at a premium to market price or prices, in such manner and where necessary, in consultation with the Company's advisors or otherwise on such terms and conditions as the Board, may, in its absolute discretion, decide at the time of offer.
3. To create, offer and allot in the course of one or more private offerings, redeemable debentures convertible into equity shares at the option of the holder(s) (whether fully convertible or not and whether secured or not) to Reliance Capital Ltd on a private / preferential placement basis for an aggregate amount of up to Rs 210 million, such offer and allotment to be made at such time or times, in one or more tranches, at such price or prices, at a discount, at par to or at a premium to market price or prices, in such manner and where necessary in consultation with the Company's advisors or otherwise on such terms and
conditions as the Board, may, in its absolute discretion, decide at the, time of offer, viz.
i. Series A - Rs 100 million @ 11% p.a. Optionally Fully Convertible Redeemable Debentures of Rs 5 million each to Reliance Capital Ltd
iii. Series B - Rs 110 million @12% pa Optionally Fully Convertible Redeemable Debentures of Rs 5 million each to Reliance Capital Ltd
the debentureholders must exercise the option to convert the debentures into equity shares of the Company between the 12th and 18th month from the date of issue of the debentures, and "the relevant date" for calculation the price of the resultant equity shares on conversion shall be the date 30 day preceding the date on which the debenture holders have exercised the option to convert the debentures. The Company may redeem at any time the aforesaid debentures without obtaining the consent of the debentureholders.
4. To create, offer and allot, in the course of one or more private offerings in the domestic
market, not exceeding 4,75,00,000 Share Warrants of Re 1/- each convertible into equity shares at the option of the holder(s) to the promoters viz. Penny Securities and Investments Pvt Ltd and / or Ventura Texports Ltd on a private / preferential placement basis. Such offer and allotment to be made at time or times, in one or more tranches, at such price or prices, at a discount, at par to or at a premium to, market price or prices, in such manner and where necessary in consultation with the Company's advisors or otherwise on such terms and conditions as the Board may, in its absolute discretion decide at the time of offer.
(As per BSE Bulletin dated on 05/06/2006)
Ventura Textiles Ltd has informed BSE that the Committee of the Board of Directors (CoD)of the Company at its meeting held on June 29, 2006, inter alia, has allotted the securities of the Company on preferential basis. The details of the Preferential issues are as follows:
1. 5,15,00,000 Equity Shares of Re 1/- each have been allotted to Reliance Capital Ltd (RCL).
2. (i) Series A ' Rs 100 million @ l1% p.a. Optionally Fully Convertible Redeemable Debentures of Rs 5.00 million - each to Reliance Capital Ltd. (ii) Series B - Rs 110 million @)12% p.a. Optionally Fully Convertible Redeemable Debentures of 5.00 million - each to Reliance Capital Ltd. 3. 2,50,00,000 Equity Shares of Re 1/- each to Stressed Asset Stablisation Fund (the 'SASF') as part of the One Time Settlement of the Company's liability to the SASF. 4. 4,75,00,000 Optionally Convertible Equity Warrants to the Promoters of the Company - Penny Securities and Investments Pvt Ltd / Ventura Texports Ltd. Further the Company has informed that the members at the Extra Ordinary General Meeting (EGM) of the Company held on June 14, 2006, have approved the above issues.
(As Per BSE Bulletin Dated on 30/06/2006)
Ventura Textiles Ltd has informed BSE that the members at the Extraordinary General Meeting (EGM) of the Company held on June 14, 2006, inter alia, have transacted the following: 1. Increase in the Authorised Share Capital of the Company from Rs
40,00,00,000/- divided into 30,00,00,000 Equity Shares of Re 1/- each and 10,00,000 Redeemable Preference Shares of Rs 100/- each, to Rs 50,00,00,000/- by creation and addition of 10,00,00,000 Equity Shares of Re 1/- each such that the Authorised Share Capital of the Company shall be comprised of 40,00,00,000 Equity Shares of Re 1/- each and 10,00,000 Redeemable Preference Shares of Rs 100/- each and consequential amendment in Memorandum of Association of the Company. 2. Authority to Board to create, offer and allot, to the following, subject to necessary provisions & approvals: i. The Stressed Asset
Stabilisation Fund ("SASF") 2,50,00,000 fully paid up equity shares of Re 1/- each on a private / preferential placement basis as part of the One Time Settlement of the Company's liability to the SASF; and ii. Further create, offer and allot in
the course of one or more private offerings to Reliance Capital Ltd ("RCL") not exceeding 5,15,00,000 equity shares of Re 1/- each for cash at such price on a private / preferential placement basis; 3. Authority to Board to create, offer and allot, in the course of one or more private offerings, redeemable debentures convertible into equity shares at the option of the holder(s) (whether fully convertible or not and whether secured or not) to Reliance Capital Ltd on a private / preferential placement basis for an aggregate amount of up to Rs 210 million, in the following manner, subject to necessary provisions & approvals. i. Series A - Rs 100 million @ 11% p.a. Optionally Fully Convertible Redeemable Debentures of Rs 5 million each
to Reliance Capital Ltd. ii. Series B - Rs 110 million @12% p.a. Optionally Fully Convertible Redeemable Debentures of Rs 5 million each to Reliance Capital Ltd. 4. Authority to Board to create, offer and allot, in the course of one or more private offerings in the domestic market, not exceeding 4,75,00,000 Share Warrants of Re 1/- each convertible into equity shares at the option of the holder(s) to the promoters viz., Penny Securities and Investments Pvt Ltd and / or Ventura Texports Ltd on a private / preferential placement basis, subject to necessary provisions & approvals.
(As per BSE Bulletin dated on 14/07/2006) |