Information Given to Stock Exchanges

Outcome of Board Meeting on October 4, 2007

A meeting of the Board of Directors of the Company was held on 4th October, 2007, at the registered office of the company and discusses the following subjects:

• To consider and allot 2,00,00,000 equity shares and 7,50,00,000 warrants of Re. 1/- each at a premium of Rs. 3/- per share on a preferential basis:
• The Board took note of the fact that the investors had expressed inability to bring in funds as equity before the proposed date of allotment. Hence, the investors had requested the Board to postpone the date of allotment of equity shares. The Board being apprised of the fact that the power for postponement of the date of allotment is not with the Company and the same is as per the SEBI Guidelines for Preferential Allotment contained in Chapter XIII of the SEBI (Disclosure and Investor Protection Guidelines), 2000, decided that the said allotment of equity shares shall again be placed before the Members of the Company by holding an Extra-ordinary General Meeting after deciding on the pricing mechanism. Hence, the Board decided not to allot equity shares on a preferential basis.
• The Board approved the Preferential allotment of 5,00,00,000 warrants with each warrant convertible into one equity share of the Company of nominal value of Rs. 1/- each at a premium of Rs. 3/- so that the total number of equity shares to be issued by the Company upon conversion of the Warrants does not exceed 5,00,00,000 equity shares to the following persons/ entities:
  • MRs. Usha Venkatramani (Promoter): 2,25,00,000 warrants
  • Mr. Rajeev Agarwal: 75,00,000 warrants
  • Ms. Annapurna: 25,00,000 warrants
  • Real Fintech P Ltd: 50,00,000 warrants
  • Taib Securities Mauritius Ltd: 1,25,00,000 warrants
• The Board further decided that the allotment of warrants, as above, shall be subject to the following terms and conditions:
  • The Warrants shall be convertible into equity shares of the Company (at the sole option of the warrant holders) at any time within a period of 18 months from the date of allotment of Warrants. However, the Warrant holder(s) shall be eligible to exercise only such portion, of the Warrants, which will entitle them for voting rights not exceeding 5% in any financial year ending on 3l March.
  • Each Warrant shall be convertible into one equity share of Rs. 1/- each, of the Company.
  • The 10% of the total consideration amount per warrant collected at the time of allotment shall be forfeited, if the option to acquire shares is not exercised within the stipulated time.
  • The number of Warrants and the price per Warrant shall be appropriately adjusted, subject to the Companies Act, 1956 and SEBI guidelines, for corporate actions such as bonus issue, rights issue, stock split, merger, demerger, transfer of undertaking, sale of a division or any such capital or corporate restructuring.
  • The Warrants shall be locked in for a period of three years for promoters and one year for other allottees from the date of their allotment, and the lock-in on shares acquired by conversion of warrants, shall be for such period, i.e. three years/ one year as reduced to the extent of the period Warrants have already been locked-in.
• Appointment of Mr. R. Gopalan as additional director on the Board of the Company Pursuant to Section 260 of the Companies Act, 1956 and other applicable provisions, Mr. R. Gopalan, who has retired as ED.Fin. from BEML was appointed as the additional director on the Board of the Company, who shall hold office until the next Annual General Meeting