Kovilpatti Lakshmi Roller Flour Mills Ltd has informed that the members at the Extra Ordinary General Meeting (EGM) of the Company held on March 24, 2008, inter alia, have accorded the following:
1। Change the name of the Company from KOVILPATTI LAKSHMI ROLLER FLOUR MILLS LTD to KLRF LTD, subject to necessary provisions & approvals.
2। Re-appointment of Sri. V N Jayaprakasam as Executive Director of the Company, for a further period of 2 (two) years with effect from July 01, 2008, on remuneration, terms & conditions.
3. Increase the Authorised Share Capital of the Company from Rs 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore only) Equity Shares of Rs 10/- each, to Rs 15,00,00,000/- (Rupees Fifteen Crores only) divided into 90,00,000 (Ninety Lakhs only) Equity Shares of Rs 10/- each and 60,00,000 (Sixty Lakhs only) 10% Cumulative Redeemable Preference Shares of Rs 10/- each by
a. conversion of 10,00,000 (Ten lakhs only) equity shares (out of the total unissued 49,00,000 equity shares of Rs 10/- each) to 10,00,000 (Ten lakhs only) 10% Cumulative Redeemable Preference Shares of Rs 10/- each.
b. creation of 50,00,000 10% Cumulative Redeemable Preference Shares of Rs 10/- each.
& Consequential amendments in the Memorandum & Articles of Association of the Company।
4। Authority to the Board to offer, issue and allot not exceeding 60,00,000 10% Cumulative Redeemable Preference Shares of Rs 10/- each at par to Promoters, their associates, Banks, Financial Institutions / Corporates and others on a preferential basis in one or more lots on such terms and conditions and in such manner as the Board may think fit, without offering the same to any member who on the date of offer is holder of equity shares of the Company, subject to necessary provisions & approvals.
5. Authority to the Board to borrow from time to time any sum or sums of monies in any manner as may be required for the purpose of business of the Company, with or without security and upon such terms and conditions as they may think fit, notwithstanding that the monies to be borrowed together with monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Companys 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 that the total amount so borrowed by the Board of Directors and outstanding at any time shall not exceed the sum of Rs 100 crores (Rupees one hundred crores only).
Further the Company has informed that, the below mentioned resolution was passed by the way of Postal Ballot:
6. To create such charges and / or mortgages and hypothecations in additions to the existing charges, mortgages and hypothecations created by the Company on such terms and conditions and at such time or times and in such form and manner and with such ranking as to priority as it may think fit on any of the Companys movable and immovable properties and assets including the whole or substantially the whole of the Companys undertaking, present and future, as the case may be, in favour of the Lenders viz,, Financial / Investment Institutions, Bank/s and Trustees for the holders of the debentures / bonds / other instruments to secure the repayment of loans / borrowings sanctioned and / or to be sanctioned by them from time to time for a sum not exceeding Rs 100 crores (Rupees one hundred crores only) as per the approval of the shareholders under section 293(1) (d) of the Companies Act, 1956 and inclusive of interest at the respective agreed rates and all other costs, charges and expenses and all monies payable by the Company in respect of such loans as may be stipulated in that behalf and agreed to between the Board of Directors and the Lenders, subject to necessary provisions & approvals.
1। Change the name of the Company from KOVILPATTI LAKSHMI ROLLER FLOUR MILLS LTD to KLRF LTD, subject to necessary provisions & approvals.
2। Re-appointment of Sri. V N Jayaprakasam as Executive Director of the Company, for a further period of 2 (two) years with effect from July 01, 2008, on remuneration, terms & conditions.
3. Increase the Authorised Share Capital of the Company from Rs 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore only) Equity Shares of Rs 10/- each, to Rs 15,00,00,000/- (Rupees Fifteen Crores only) divided into 90,00,000 (Ninety Lakhs only) Equity Shares of Rs 10/- each and 60,00,000 (Sixty Lakhs only) 10% Cumulative Redeemable Preference Shares of Rs 10/- each by
a. conversion of 10,00,000 (Ten lakhs only) equity shares (out of the total unissued 49,00,000 equity shares of Rs 10/- each) to 10,00,000 (Ten lakhs only) 10% Cumulative Redeemable Preference Shares of Rs 10/- each.
b. creation of 50,00,000 10% Cumulative Redeemable Preference Shares of Rs 10/- each.
& Consequential amendments in the Memorandum & Articles of Association of the Company।
4। Authority to the Board to offer, issue and allot not exceeding 60,00,000 10% Cumulative Redeemable Preference Shares of Rs 10/- each at par to Promoters, their associates, Banks, Financial Institutions / Corporates and others on a preferential basis in one or more lots on such terms and conditions and in such manner as the Board may think fit, without offering the same to any member who on the date of offer is holder of equity shares of the Company, subject to necessary provisions & approvals.
5. Authority to the Board to borrow from time to time any sum or sums of monies in any manner as may be required for the purpose of business of the Company, with or without security and upon such terms and conditions as they may think fit, notwithstanding that the monies to be borrowed together with monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Companys 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 that the total amount so borrowed by the Board of Directors and outstanding at any time shall not exceed the sum of Rs 100 crores (Rupees one hundred crores only).
Further the Company has informed that, the below mentioned resolution was passed by the way of Postal Ballot:
6. To create such charges and / or mortgages and hypothecations in additions to the existing charges, mortgages and hypothecations created by the Company on such terms and conditions and at such time or times and in such form and manner and with such ranking as to priority as it may think fit on any of the Companys movable and immovable properties and assets including the whole or substantially the whole of the Companys undertaking, present and future, as the case may be, in favour of the Lenders viz,, Financial / Investment Institutions, Bank/s and Trustees for the holders of the debentures / bonds / other instruments to secure the repayment of loans / borrowings sanctioned and / or to be sanctioned by them from time to time for a sum not exceeding Rs 100 crores (Rupees one hundred crores only) as per the approval of the shareholders under section 293(1) (d) of the Companies Act, 1956 and inclusive of interest at the respective agreed rates and all other costs, charges and expenses and all monies payable by the Company in respect of such loans as may be stipulated in that behalf and agreed to between the Board of Directors and the Lenders, subject to necessary provisions & approvals.
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