Last checked at 29 Sep 2011 18:14
India Hospitality Corp.
29 September 2011
Notice of AGM
India Hospitality Corp. (AIM: IHC) announces that its Annual General Meeting is to be held at Le Parker Meridien, Gamshoge Room, 3rd Floor, 119 West 56th Street, New York, NY 10019 at 9.00 a.m., New York time, on October 31, 2011 for the purpose of considering and passing, if thought fit, the following resolutions:
Ordinary Resolutions
1. "THAT Mr. Ajay Mehra, being required to retire from his office as a director of the Company (a "Director") pursuant to Article 22.5(a) of the articles of association of the Company (the "Articles") and having indicated that he wishes to seek re-appointment, be and is hereby re-appointed as a Director pursuant to Article 22.6(a) of the Articles."
2. "THAT Mr. Anthony Juliano, being required to retire from his office as a Director pursuant to Article 22.5(a) of the Articles and having indicated that he wishes to seek re-appointment, be and is hereby re-appointed as a Director pursuant to Article 22.6(a) of the Articles."
3. "THAT Mr. Daniel B. Silvers, being required to retire from his office as a Director pursuant to Article 22.2 of the Articles and having indicated that he wishes to seek re-appointment, be and is hereby re-appointed as a Director pursuant to Article 22.6(a) of the Articles."
4. "THAT Mr. Rajagopal Nandiwada, being required to retire from his office as a Director pursuant to Article 22.2 of the Articles and having indicated that he wishes to seek re-appointment, be and is hereby re-appointed as a Director pursuant to Article 22.6(a) of the Articles."
Special Resolutions
5. "THAT the payment by the Company of a dividend of $0.42 per share on or about January 17, 2011 out of the Company's share premium account be and it is hereby authorised, adopted, ratified and confirmed."
6. "THAT:
"(a) all the shares of the Company be and they are hereby designated as shares with the rights and subject to the limitations provided for in the new articles of association of the Company referred to in resolution 6(c) below;
"(b) the memorandum and articles of association of the Company be amended as follows:
(i) Article 4.3 be and is hereby deleted in its entirety and in its place the following be inserted:
"4.3 Power to reduce capital
"Subject to the Statutes, and to any rights for the time being conferred on the holders of any class of shares, the Company may by Special Resolution reduce its share capital or any capital redemption reserve. The Directors may determine to reduce the Company's share premium account to reflect any losses of the Company or in any way permitted by law and, subject to the Statutes, such action shall not require the approval of shareholders."
(ii) Articles 33.1 and 33.2 be and they are hereby deleted in their entirety and in their place the following is inserted:
"33.1 Declaration of dividends by the company
"Subject to the Statutes, the Directors may from time to time declare dividends on the shares of any class provided that no such dividend shall be paid otherwise than out of the assets of the Company lawfully available for distribution by way of dividend.
"33.2 Dividend not to be paid out of share premium unless company solvent
"No dividend shall be paid from the share premium account, unless immediately following the date on which the dividend is proposed to be paid, the Company shall be able to pay the debts of the Company as they fall due in the ordinary course of business."
(iii) each reference to legislation and internal cross-reference in the memorandum and articles of association, be and is hereby updated and/or corrected; and
"(c) revised memorandum and articles of association reflecting the amendments referred to in resolution 6(b), all prior special resolutions of the Company and other conforming changes be and they are hereby adopted as the memorandum and articles of association of the Company in substitution for and to the exclusion of the Company's existing memorandum and articles of association."
The notice of meeting has been posted to shareholders and a full version of the notice is available on the Company website www.indiahospitalitycorp.com
For Further Information Contact:
India Hospitality Corp.
Rajesh Mittal
+91 124 497 6803
rmittal@ihcor.com
www.indiahospitalitycorp.com
Nominated Adviser: Grant Thornton Corporate Finance
Colin Aaronson/ Salmaan Khawaja
+44 20 7383 5100
Broker: Execution Noble & Company Ltd
James Bromhead
+44 20 7456 9191
Media Contact: Mutual Public Relations Ltd.
Harsh Wardhan
+91 11 43620700