gayatri projects limited - Edelweiss

Date of ChangeJuly 10, 1996Particulars of ChangeChanges in object clauseTo add the following object to objects incidental to the Main Objects:To guarantee the payment of money secured or unsecured by or payable under or in respect ofpromissory notes, bonds, debentures, debenture stock, contracts, mortgages, charges, obligations,instruments, stocks and securities of any Company or of any such authorities, supreme, municipallocal or otherwise or of any persons whomsoever, whether incorporated or not incorporated andgenerally to guarantee or become sureties for the performance of any contracts or obligationson behalf of the company or on behalf of any other company.October 27, 2005 Increase in Authorised Share Capital of the Company to Rs. 1200 Lakhs consisting of 120 LakhsEquity SharesSubsidiaries of the CompanyGayatri Lease-fin Private Limited was a wholly owned subsidiary company since F.Y. 1994-95 till the F.Y. 2000-01. In thefinancial year 2001-02, the shares of the subsidiary company were sold off and it ceased to be the subsidiary of the Company.At present, we do not have any subsidiary.Shareholder AgreementOur Company, Videocon International Limited, Videocon Appliances Limited and Videocon Industries Limited have enteredinto Memorandum of Understanding on March 22, 2006 and Amended and Restated Shareholders Agreement on September30, 2005 to amend and restate the terms and conditions agreed upon in the Original Shareholders Agreement datedNovember 14, 1994 in the light of the Offer. The key provisions of MOU and Amended and Restated Shareholders Agreementare as follows: Recital: Videocon International Limited and Videocon Appliances Limited, being a group company of VideoconIndustries Limited (formerly known as Videocon Leasing and industrial Finance Limited) subscribed to 15,20,000Equity Shares of Rs. 10/- each at a premium of Rs. 97/- per share in accordance with the Original ShareholdersAgreement. Bonus Shares: Post allotment of bonus shares on December 29, 1995 in the ratio of 1:4 to the Selling Shareholders,the Selling Shareholders are holding 38% of the total paid up capital of the Company. The Company also agreedto issue bonus shares to its shareholders in the ratio of 4:5 i.e. for every five shares held by the shareholders fourshares Rs. 10/- each fully paid up will be issued as bonus. Post allotment of bonus shares, each VideoconAppliances Limited and Videocon Industries Limited are holding 17,10,000 equity shares aggregating 34,20,000equity shares of Gayatri Projects Limited. Initial Public Offer: It was decided that Videocon Appliances Limited and Videocon Industries Limited shall offer19,00,000 equity shares of their holding to the general public by way of IPO. In addition, the company will alsoincrease share capital by way of IPO of 10,00,000 equity shares. Power given to Videocon Appliances Limited andVideocon Industries Limited to appoint the Merchant Banker to the issue and to render all assistance to enable theMerchant Banker so appointed to allot the shares listed in stock exchange of Bombay. All the expenses for listingof the shares on stock exchanges and for making an IPO shall be borne by Gayatri Projects Limited and SellingShareholder in the ratio of 34.48% and 65.52% respectively. After deducting, the expenses incurred for making anIPO, the sale proceeds shall be paid to the Company and the Selling Shareholders in the ratio of 34.48% and65.52% respectively.Pursuant to the Original Shareholders Agreement dated November 14, 1994, the Selling Shareholders have the the right tonominate one person on the Board of Gayatri Projects Limited. Such a nominee shall hold the office till the time of listing.Videocon group entered our Company for the purpose of investment by way of private equity which was offered to them byway of above shareholders agreement.The Selling Shareholder sold 9,20,000 Equity Shares on January 30, 2006 to IL&FS Private Equity Fund, a Venture CapitalFund registered with SEBI and 6,00,000 Equity Shares to 2i Capital pcc, a Foreign Venture Capital Investor registered withSEBI on March 28, 2006 at a price of Rs. 275/- per share. The balance 19,00,000 Equity Shares are now being offeredthrough Offer for Sale through this Prospectus.Other AgreementsThe Company has not entered into any other agreements.Strategic PartnersAt present, the Company does not have any strategic partners.69