Aditya Birla Nuvo Ltd has announced that the members at the 49th Annual General Meeting (AGM) of the Company held on August 17, 2006, inter alia, have approved the declaration of dividend @ Rs 5.00 for the year ended March 31, 2006 on paid-up Equity Shares of Rs 10 each.
Reclassification of 10,00,000 Redeemable Preference Shares of Rs 100/- each forming part of the existing unissued Authorized Share Capital of the Company into 1,00,00,000 equity shares of Rs 10/- each and on such re-classification, the Authorized Share Capital of the Company be and is hereby re-classified as Rs 100,00,00,000/- divided into 9,50,00,000 equity shares of Rs 10/- each and 5,00,000 Redeemable Preference Shares of Rs 100/- each.
Increase in the Authorised Share Capital of the Company from Rs 100,00,00,000/- divided into 9,50,00,000 Equity Shares of Rs 10/- each and 5,00,000 Redeemable Preference Shares of Rs 100/- each to Rs 125,00,00,000/- divided into 12,00,00,000 Equity Shares of Rs 10/- each and 5,00,000 Redeemable Preference Shares of Rs 100/- each by the creation of 2,50,00,000 new Equity Shares of Rs 10/- each and consequential amendments in the respective capital clauses in the Memorandum and Articles of Association of the Company.
Authority to the Board for mortgaging and / or charging on such terms and conditions and at such time or times, and in such form and manner, as it may think fit, the whole or substantially the whole of the Company’s any one or more of the undertakings, or all the undertakings including the present and / or future properties, whether movable or immovable, tangible or intangible comprised in any existing or new undertaking or undertakings of the Company, as the case may be, in favour of the Lenders, Agents and / or Trustees for securing the long term, short term and medium term borrowings of the Company availed / to be availed by way of loan(s) (in foreign currency and / or rupee currency) and securities (comprising fully/partly convertible debentures and / or non-convertible debentures with or without detachable or non-detachable warrants and/or secured premium notes and /or floating rate notes/bonds or other debt instruments) issued/to be issued by the Company including deferred sales tax loans availed / to be availed by various divisions / units of the Company, from time to time, subject to the limits approved / as may be approved by the members under Section 293(1)(d) of the Companies Act,1956 as also the interest on the principal amounts at the respective agreed rates, additional interest, compound interest in case of default, accumulated interest, liquidated damages, commitment charges, premia on prepayment, premium (if any) on redemption, remuneration of agent(s)/trustee(s), all other costs, charges and expenses, including any increase as a result of devaluation / revaluation / fluctuation in the rates of exchange and all other monies payable by the Company in terms of loan agreement(s), heads of agreement, debenture trust deed(s) and / or any other deed(s) or documents(s) entered into / to be entered into between the Company and the lender(s) / agent(s) / Trustees / state government(s)/ agency(ies) representing various state government(s) and/or other agencies etc. in respect of the said loans / borrowings/ debentures/ securities/ deferred sales tax loans and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board of Directors of the Company (including any Committee thereof) and the lender(s)/ agents(s)/ trustee(s) / state government(s) / agency(ies), etc, subject to necessary provisions & approvals.
Authority to the Board to create, offer, issue and allot on behalf of the Company, Equity Shares or any such instrument convertible into Equity Shares or giving, the holder a right to subscribe to Equity Shares including fully / partly convertible debentures, bonds, warrants, whether attached to other securities or otherwise, or any other securities subscribed to by Investors or Qualified Institutional Buyers, (Securities) whether secured by way of charge on the assets of the company or unsecured as may be decided by the Board; whether or not such Investors or Qualified institutional Buyers are members of the Company; up to an aggregate amount not exceeding Rs 1000 Crores, subject to the necessary provisions & approvals.