Financial Technologies India Ltd has announced that the members at the Extra Ordinary General Meeting (EGM) of the Company held on November 25, 2006, inter alia, have accorded to the following:
1. Authority to the Board to offer, issue and allot in one or more tranches, in the course of domestic/international offerings, equity shares and/or equity shares through depository receipts and/or debentures whether partly/fully convertible and/or securities linked to Equity shares and/or Foreign Currency Convertible Bonds and/or Warrants with a right exercisable by the warrant holder to subscribe for the Equity shares (Securities) secured or unsecured, for cash, at such price or prices, in such manner and on such terms and conditions as the Board may in its absolute discretion, decide at the time of issue of Securities, so however that the total amount raised through the aforesaid Securities shall not exceed USD 500 million be raised in the following manner, subject to necessary provisions & approvals:
i. upto USD 200 Million to fund expansion/diversification plans and/or investment in Joint Ventures and/or Subsidiaries, subject to a limit of USD 100 Million by way of equity offerings;
ii. Upto USD 300 Million to fund mergers and/or acquisitions as and when such proposals materialize.
2. Authority to the Board for borrowing any sum or sums of money from time to time from any one or more of the Company’s bankers and/or from any one or more persons, firms, bodies corporate or financial institutions, whether in India or abroad, and whether by way of cash credit, advance or deposits, loans or bill discounting, issue of debentures or other securities or otherwise and whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge of the Company’s assets, licenses and properties, whether immovable or movable or stock-in-trade and work-in-progress and all or any of the undertakings of the Company, notwithstanding that the moneys to be borrowed together with moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) will or may exceed the aggregate of the paid- up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, so that the total amount upto which the moneys may be borrowed by the Board of Directors and outstanding at any time shall not exceed the sum of Rs 2500,00,00,000 and the Board of Directors (including any committee/s thereof) are hereby authorized to execute such debenture trust deeds or mortgage, charge, hypothecation, lien, promissory notes, deposit receipts and other deeds and instruments or writings containing such conditions and covenants as the Directors may deem fit, subject to necessary provisions & approvals.
3. 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 to or in favour of the lender(s), agent(s), trustee(s) or any other person whomsoever participating in extending financial assistance for securing the 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 rates notes/bonds or other debt instruments), issued/to be issued by the Company, from time to time, not exceeding the sum of Rs 2500,00,00,000 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) and/or trustee(s), 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), Debenture Trust Deed(s) or any other document, entered into/to be entered into between the Company and the lender(s)/investor(s)/agent(s) and/or trustee(s), in respect of the said loans/borrowings/debentures etc, subject to necessary provisions & approvals.