Simplex Infrastructures AGM approves stock-split, 50% dividend

Simplex Infrastructures Ltd has announced that the members at the 88th Annual General Meeting (AGM) of the Company held on August 18, 2006, inter alia, have approved the Payment of dividend @ 50% on existing fully paid equity shares of Rs 10/- each for the year ended March 31, 2006.

Authority to the Board to issue, offer and allot, in offerings both in India and abroad any securities including fresh shares, convertible debentures, Qualified Institutions Placement (QIP), Foreign Currency Convertible Bonds (FCCB), Global Depositary Receipts(GDR) and/or American Depositary Receipts (ADR) and/or Indian Depository Receipts (IDR) convertible into equity shares, warrants convertible into depository receipts underlying Equity shares/Equity shares or combination of these securities (Securities), for a sum not exceeding US$ 200 Million (approx) or in equivalent Indian Rupees and / or any other currency(ies), provided however that the issue of securities as above shall be within 30% of the enhanced and outstanding Equity Shares after the proposed issue, subject to necessary provisions & approvals.

Authority to the Board for investments by Foreign Institutional Investors including their sub-accounts (FIIs), in the shares or debentures convertible into shares of the Company, by purchase or acquisition from the market under the Portfolio Investment Scheme under FEMA, subject to the condition that the total holding of all FIIs put together shall not exceed 49 per cent of the paid up equity share capital, subject to necessary provisions & approvals.

Sub-division of equity shares of the Company forming part of the Authorized Capital of the Company presently of face value of Rs 10/- per equity share into equity shares having face value of Rs 2/- each per equity share, subject to necessary provisions & approvals.

Increase in the Authorized Capital of the Company by Rs 25,00,00,000 divided into 12,50,00,000 equity shares of Rs 2/- each ranking pari passu in all respect with the existing 12,49,00,000 equity shares of Rs 2/- per share and by reclassifying the existing authorized 2,50,00,000 redeemable cumulative preference shares of Rs 10/- each to 12,50,00,000 equity shares of Rs 2/- each, thus increasing the Authorized Share Capital of the Company to Rs 75,00,00,000 divided into 37,49,00,000 equity shares of Rs 2/- each and 20000 - 15% Cumulative Preference shares of Rs 10/- each and consequential amendments in the Memorandum of Association of the Company, subject to necessary provisions & approvals.

Authority to the Board to borrow any sum or sums of money from time to time at their discretion, for the purpose of the business of the Company, from any one or more Banks, Financial Institutions and other persons, firms, bodies corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) may, at any time, exceed upto a sum of Rs 1500 crore over and above the aggregate of the then paid up capital of the Company and its reserves (that is reserves not set apart for any specific purpose), subject to necessary provisions & approvals.

Authority to the Board to mortgage and / or charge, in addition to the mortgages/ charges created / to be created by the Company, in such form and manner and with such ranking and at such time and on such terms as the Board may determine, on all or any of the movable and / or immovable properties of the Company, both present and future and / or the whole or any part of the undertaking(s) of the Company together with the power to take over the management of the business and concern of the Company in certain events of default, in favour of the Lender(s), Agent(s) and Trustee(s), for securing the borrowings including short term / long term loans, cash credit, overdraft and other borrowings availed / to be availed by the Company 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 rates notes / bonds ADR / GDR / QIP / IDP or other debt instruments) issued / to be issued on rights basis and or private placement basis and / or to the public issue by the Company, from time to time subject to the limits approved under Section 293(1)(d) of the Companies Act, 1956, together with interest at the respective agreed rates, additional interest, compound interest in case of default, accumulated interest, liquidated damages, commitment charges, premia on prepayment, remuneration of the Agent(s) / Trustees, premium (if any) on redemption, 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 the Loan Agreement(s) / Heads of Agreement(s) / Debenture Trust Deed(s) or any other document, entered into / to be entered into between the Company and the Leader(s) / Agent(s) and Trustee(s), in respect of the said loans / borrowings / debentures 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 or Committee thereof and the Lender(s) Agent(s) and Trustee / Trustee(s).

Source : Equity Bulls

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