Information Given to Stock Exchanges

Outcome of Board Meeting held on May 9, 2008 - Issue of Bonus Shares, Adoption of Annual Accounts for the FY 2007 - 08 and Other Matters

The meeting of the Board of Directors of the Company was held on May 9, 2008 at 5 p.m. at the Registered Office of the Company and decided the following:

• The Board recommended the issue of fully paid-up equity shares as bonus shares in the ratio of 1:6, i.e. 1 fully paid-up equity share of Re. 1 each for every 6 existing fully paid-up equity shares held by the shareholders of the Company as on the record date to be fixed later on and subject to approval by the shareholders of the Company for capitalization of profits/ reserves for issue of bonus shares.
• The Board considered and decided that 5,00,00,000 share warrants issued on a preferential basis on October 4, 2007 be converted into equity shares of face value of Re. 1/- each at a premium of Rs. 3/- each.
• The Board formed a Committee which was authorized to allot the equity shares upon conversion of share warrants pursuant to Section 81 (1A) and other applicable provisions of the Companies Act, 1956, relevant guidelines issued by SEBI from time to time, listing agreement entered into with the stock exchanges and other applicable rules and regulations and upon receipt of the balance amount payable on conversion of the said share warrants.
• The Board also authorized the committee which shall consist of Mr. R. Dakshinamurthy, Director and Mr. A. Ganesan, Director and Ms. V. Vasumathy, Secretary of the Company to convert the share warrants to equity shares in various tranches as and when the balance amount is received from each warrant holder for allotment of equity shares.
• The Board was in favour of allotment of options/ shares under Employees Stock Option Plan (ESOP) or Employees Stock Option Scheme (ESOS) not exceeding 5% of the issued equity share capital of the Company. The Board authorized the Remuneration Committee, consisting of Mr. A. Ganesan, Director, Mr. R. Dakshinamurthy, Director and Mr. A. Sivakumaran, Director of the Company to consider, issue and allot options/ shares to such persons upon such terms and conditions as it may determine under Employees Stock Option Plan (ESOP) or Employees Stock Option Scheme (ESOS) in one or more tranches as provided in the Articles of Association of the Company and to do such other acts and deeds so as to give effect to the allotment of the said options/ shares, including finalizing the ESOP Scheme.
• The Valuation Report of Space Hospitals Ltd., Chennai which caters end-to-end solutions for all healthcare segments including Telemedicine, was placed before the Board and the Board took note that the valuation of Space Hospitals Ltd. was done at Rs. 17.5 Crores. The Board, after detailed discussions, considered and approved the 100% investment in Space Hospitals Ltd., partially by issue of equity shares for Rs. 9 Crores by allotting equity shares of Kaashyap Technologies Ltd. (KTL) to the shareholders of Space Hospitals Ltd. on a preferential basis as per the SEBI Guidelines for Preferential Allotment contained in Chapter XIII of SEBI (Disclosure of Investor Protection) Guidelines, 2000 and for the balance through cash consideration of Rs. 8.5 crores. The Board recommended the above for approval by the shareholders in the ensuing Annual General Meeting of KTL.
• The Board considered and approved the Annual Accounts and Auditors' Report of the Company for the Financial Year 2007 - 08 and recommended the same for adoption by the shareholders of the Company in its Tenth Annual General Meeting. The Board also recommended appointment of Mr. G. Parthasarathy, Chartered Accountant as the Statutory Auditor of the Company for the Financial Year 2008 - 09.
• The Board considered and approved the Directors' Report and recommended the same for adoption by the shareholders of the Company in its Tenth Annual General Meeting.
• The Board discussed and approved the Financial Results of the Company for the quarter & year ended March 31, 2008. The same is attached herewith in Annexure as required under Clause 41 of the Listing Agreement entered with BSE.
• The Board discussed and decided to hold the Tenth Annual General Meeting of the Company to consider the following:
  • To receive, consider approve and adopt the Audited Balance Sheet as at March 31, 2008, Profit & Loss Account for the year ended March 31, 2008 and the Directors' and Auditors' Report thereon.
  • To elect a directors in the place of directors retiring by rotation.
  • To appoint Mr. G. Parthasarathy, Chartered Accountant, as the Statutory Auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting and to authorise the board of directors to fix the remuneration payable to them.
  • To consider and approve 100% investment in Space Hospitals Ltd., partially by issue of equity shares for Rs. 9 Crores by allotting equity shares of Kaashyap Technologies Ltd. (KTL) to the shareholders of Space Hospitals Ltd. on a preferential basis as per the SEBI Guidelines for Preferential Allotment contained in Chapter XIII of SEBI (Disclosure of Investor Protection) Guidelines, 2000 and for the balance through cash consideration of Rs. 8.5 crores.
  • To consider and approve capitalization of profits/ reserves and issue of fully paid-up equity shares as bonus shares in the ratio of 1:6, i.e. 1 fully paid-up equity share of Re. 1 each for every 6 existing fully paid-up equity shares held by the shareholders of the Company as on the record date to be fixed later.
• The Board decided to convene the Tenth Annual General Meeting on June 11, 2008 at 12.15 Noon and approved the notice of the Tenth Annual General Meeting.
• The Board decided that the Register of Members & Share Transfer Books of the Company will remain closed from June 6, 2008 to June 10, 2008 (both days inclusive) for the purpose of Tenth Annual General Meeting (AGM) of the Company to be held on June 11, 2008.