IOL Broadband Ltd has announced that the Board of Directors of the Company at its meeting held on September 01, 2006, has transacted the following:
1. To increase the authorized share capital of the Company from Rs 30 crores to Rs 50 crores.
2. To issue, offer and allot Global Depository Receipts (GDR’s) / American Depository Receipts (ADR’s) / Foreign Currency Convertible Bonds (FCCB’s) convertible into Equity shares not exceeding US $ 50 million.
3. To approve the issue, on a preferential basis in one or more tranches, upto 16,00,000 Equity Shares of Rs 10/- each to specified investors (non promoters) at a price of Rs 89/- per share, subject to necessary provisions & approvals.
The price has been determined in accordance with SEBI Guidelines for Preferential issues considering the date thirty days prior to the date of the shareholders meeting as the Relevant Date. The Equity Shares proposed to be issued shall be subject to a lock-in as prescribed by SEBI guidelines for Preferential Issues.
The Preferential Issue of the Equity Shares shall be subject to necessary approvals of the shareholders of the Company and any other regulatory authorities, if required.
4. To approve the issue, on a preferential basis in one or more tranches, Equity Shares of Rs 10/- each to Qualified institutional Buyers at a price determined in accordance with Chapter XIIIA of SEB1 Guidelines. The amount raised shall not exceed five times the net worth of the Company as per the audited Balance Sheet as on March 31, 2006, subject to necessary provisions & approvals.
5. To approve the issue, on a preferential basis in one or more tranches employee stock options entitling the permanent employees of the Company including Executive and Non- Executive Directors to obtain in the aggregate upto 5,00,000 equity shares in the Company, subject to necessary provisions & approvals.
6. To amend the Articles of Association of the Company to enable the Company to pay sitting fees as per the provisions of the Companies Act, 1956.
7. It was further decided to make the consequential changes in the Memorandum of Association and Articles of Association.
Further the Company has informed that to give effect to the above resolutions, the Board of Directors has resolved to include the aforesaid business in the Notice for the 21st Annual General Meeting of the shareholders of the Company on September 29, 2006.