FCS Software Solutions Ltd has informed that the members at the Extra Ordinary General Meeting (EGM) of the Company held on January 30, 2008, inter alia, have accorded the following:
1. (a). Amendment in the existing Article No. 5 of Articles of Association of the Company by insertion of new Clause 5(C) and 5(D) after the existing Clause No.5 (B).
(b). Amendment in the existing Article No. 17 of the Articles of Association by insertion of new Clause 17(A) after the existing Clause No. 17.
(c). Amendment in the existing Article No. 125 of the Articles of Association by insertion of new clause 125(C) after the existing clause 125 (B).
2. Authority to the Board to create, issue / offer and allot 20,00,000 Convertible Warrants 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 form, manner and upon such terms and conditions as may be determined by the Board in its absolute discretion, provided that the aggregate number of resultant equity shares of the Company to be issued against such warrants shall not exceed 20,00,000 fully paid up equity shares of the face value of Rs 10/- each at a premium of Rs 140/- against the Convertible Warrant of Rs 150/- each being not less then the price calculated in accordance with the subsisting SEBI (DIP) Guidelines in this behalf, aggregating to Rs 300/- Million and which can be convertible into equity shares with in a period not exceeding eighteen months (18 months) from the date of allotment of convertible Warrants in accordance with SEBI (DIP) Guidelines to the following allottees as detailed herein below:
- Name of the Allotee: Innova e-Services Pvt Ltd.
- Category: Non-Promoter
- No. of Warrants to be allotted: 20,00,000
1. (a). Amendment in the existing Article No. 5 of Articles of Association of the Company by insertion of new Clause 5(C) and 5(D) after the existing Clause No.5 (B).
(b). Amendment in the existing Article No. 17 of the Articles of Association by insertion of new Clause 17(A) after the existing Clause No. 17.
(c). Amendment in the existing Article No. 125 of the Articles of Association by insertion of new clause 125(C) after the existing clause 125 (B).
2. Authority to the Board to create, issue / offer and allot 20,00,000 Convertible Warrants 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 form, manner and upon such terms and conditions as may be determined by the Board in its absolute discretion, provided that the aggregate number of resultant equity shares of the Company to be issued against such warrants shall not exceed 20,00,000 fully paid up equity shares of the face value of Rs 10/- each at a premium of Rs 140/- against the Convertible Warrant of Rs 150/- each being not less then the price calculated in accordance with the subsisting SEBI (DIP) Guidelines in this behalf, aggregating to Rs 300/- Million and which can be convertible into equity shares with in a period not exceeding eighteen months (18 months) from the date of allotment of convertible Warrants in accordance with SEBI (DIP) Guidelines to the following allottees as detailed herein below:
- Name of the Allotee: Innova e-Services Pvt Ltd.
- Category: Non-Promoter
- No. of Warrants to be allotted: 20,00,000
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