Lakshmi Overseas Industries Ltd has announced that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on December 01, 2006, inter alia, to transact the following:
1. Sub-division of existing equity shares of the company of the face value of Rs 10/- each into 5 equity shares of face value of Rs 2/- each.
2. Increase in the Authorised Share Capital of the Company from Rs 15,00,00,000 to Rs 20,00,00,000 divided into 10,00,00,000 post split Equity Shares of Rs 2/- each and consequential amendments in the Memorandum of Association of the Company.
3. To offer, issue and allot up to 6,30,000 warrants with an entitlement to convert into / exchange with the equal number of Equity Shares of face value of Rs 10/- each of the Company (equivalent to 31,50,000 warrants with an entitlement to convert into / exchange with the equal number of Equity Shares of face value of Rs 2/- each of the Company), at the option of the warrant holder(s) (the convertible warrants), to M/s Ganeshay Overseas Industries Ltd, an entity within the Promoters’ Group / Persons Acting in Concert with the Promoters of the Company by way of private placement on preferential allotment basis, in one or more tranches, at the option of the warrant holder(s), within a period of 18 months from the date of allotment of such warrants, subject to necessary provisions and approvals.
4. To issue, offer and allot, any securities in Indian or International markets including equity shares by way of Global Depository Receipts (GDRs) and / or American Depository Receipts (ADRs) and / or any other mode convertible into equity shares and / or securities linked to equity shares and / or any instrument or securities representing convertible securities such as convertible debentures, bonds or warrants convertible into equity shares (Securities), provided however that the issue of securities as above shall not result in increase of the issued and subscribed equity share capital of the company by more than 25,00,000 equity shares of the face value of Rs 10/- each (equivalent to 1,25,00,000 equity shares of the face value of Rs 2/- each upon sub-division), subject to necessary provisions and approvals.
5. To further issue, offer or earmark additional equity shares as may be decided by the Board of Directors of the Company, directly or through the medium of warrants / fully convertible debentures and / or any other appropriate instrument(s) or security, not exceeding 5% of the paid up share capital of the Company (not exceeding 1% every year) starting from financial year 2006-07 and ending with financial year 2010-11, to its employees and employees of subsidiary, companies (Employees) and eligible Directors other than Promoter Directors of the Company, whether shareholders of the Company or not, at such price and other terms and conditions as the board may in their absolute discretion think fit, subject to necessary provisions and approvals.