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              Western India Shipyard AGM has authorized the Board to issue, offer and allot the following equity shares on preferential basis to the following banks and financial Institutions on conversion of 4,35,64,500 Zero Coupon Optionally Fully Convertible debentures (ZCOFCDs) Series II of the face value of Rs 10/- each fully paid up into 4,35,64,500 equity shares of the face value of Rs 10/- each fully paid up aggregating to Rs 43,56,45,000 under the terms of the respective restructuring packages, including the CDR letter of approval dated January 28, 2005 and further that such issue of fully paid equity shares need not be offered to the existing members for subscription:
i. 80,16,600 equity shares of the face value of Rs 10/- each fully paid up aggregating to Rs 8,01,66,000/- to Stressed Assets Stabilization Fund (IDBI) at par, on such terms and conditions including write down condition as may be agreed to by the Board.
ii. 9,00,000 equity shares of the face value of Rs 10/- each fully paid up aggregating to Rs 90,00,000/- to Industrial Investment Bank of India at par on such terms and conditions including write down condition as may be agreed to by the Board.
iii. 66,87,600 equity shares of the face value of Rs 10/- each fully paid up aggregating to Rs 6,68,76,000/- to Bank of India at par on such terms and conditions including write down condition as may be agreed to by the Board.
iv. 91,20,000 equity shares of the face value of Rs 10/- each fully paid up aggregating to Rs 9,12,00,000/- to State Bank of India at par on such terms and conditions including write down condition as may be agreed to by the Board.
v. 1,88,40,300 equity shares of the face value of Rs 10/- each fully paid up aggregating to Rs 18,84,03,000/- to ICICI Bank Ltd at par on such terms and conditions including write down condition as may be agreed to by the Board.
6. Reduction in the Issued and Paid-up share capital of the Company amounting to Rs 59,31,99,400/-, consisting of 5,93,19,940 equity shares of the face value of Rs 10/- each fully paid by 80%, by extinguishing / canceling a sum of Rs 8/- of the face value of each equity share against the losses of the Company, to a sum of Rs 11,86,39,880/- consisting of:
i. Rs 15,75,54,400/- consisting of 1,57,55,440 equity shares of the face value of Rs 10/- each fully paid up issued and allotted to ICICI Bank and other large debenture holders, in exercise of conversion options on 1,57,55,440 - Zero Coupon Optionally fully convertible debentures (ZCOFCDs) of series - II of the face value of Rs 10/- each fully paid up held by them and;
ii. Rs 43,56,45,000/- consisting of 4,35,64,500 equity shares of the face value of Rs 10/- each fully paid up proposed to be issued and allotted to ICICI Bank Ltd, Stressed Assets Stabilization Fund (IDBI), Industrial Investment Bank of India, Bank of India and State Bank of India in exercise of conversion options on 4,35,64,500 - Zero Coupon Optionally fully convertible debentures (ZCOFCDs) of series - II of the face value of Rs 10/- each fully paid up held by them.