Outcome of the Board Meeting held on April 9, 2009

A meeting of the Board of Directors of the Company was held on April 9, 2009 at 11.00 A.M at the Registered Office of the Company and discussed in detail the following:

 

1. Acquisition of 49% stake in Logistics Solutions Inc., USA

The Board discussed about the business prospects of Logistics Solutions Inc., US, the Consulting Division of which was acquired by KTL in 2007.
The Board after detailed discussion decided to acquire 49% stake in Logistics Solutions Inc, USA, through issue of Global Depository Receipts (GDRs) in lieu of cash consideration amounting not more than USD 6 Million.

The Board further constituted a Management Committee consisting of Mr. A. Ganesan, Director, Mr. S. Thiruvengadam, Director and Ms. V. Vasumathy, Company Secretary of the Company to obtain a Valuation Report from the Auditors the Committee may deem fit and appoint in this regard and authorised the committee to decide on the pricing of the Global Depository Receipts (GDRs) in pursuance to the relevant acts, guidelines and in consultation with the Stock Exchanges.

The Board also authorized the Committee to issue and allot the GDRs in lieu of cash consideration for acquisition of 49% stake in Logistics Solutions Inc, USA and to do all such acts and deeds to give effect to the same, including obtaining approval from any statutory authority in this regard.

 

2. Forfeiture of Share Warrants:

The Board discussed about the conversion of 5,00,00,000 Share Warrants issued on October 4, 2007 on a preferential basis at a face value of Re.1/- each at a premium of Rs.3/- per warrant which were issued after obtaining approval from the Stock Exchanges (BSE and MSE).

The Board discussed that as per the terms and conditions for issue of warrants on a preferential basis and as per Clause 13.1.2.3 of the SEBI (Disclosure and Investor Protection) Guidelines, 2000, the 10% amount paid on allotment of the share warrants shall be forfeited if the option to convert is not exercised within 18 months of the issue of share warrants.

Since, the warrant holders have not exercised the conversion option upto April 3, 2009, the Board decided to forfeit 5,00,00,000 share warrants issued earlier.