India Financial Covenants Foreign Exchange Management Act by goo70371

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									                                             SOUTHERN ISPAT & ENERGY LIMITED
                 Regd. Office : 19/629(1) “SREYAS” Near Yakkara School Bus Stop West Yakkara, Palakkad – 678 001
                                                                   Extra-Ordinary General Meeting
                                                                                          N O T I C E
To:
All The Members.
NOTICE is hereby given that an Extra Ordinary General Meeting of the members of the Company will be held on 28.01.2010 at the Registered Office of the Company at 11.00 A.M to consider the following Business.
SPECIAL BUSINESS:
Item No. 1:
Alteration of the Main Object Clause III (A) of the Company by way of modification of the existing clause '2' therein:
To consider, and if thought fit, to pass with or without modification, the following Resolution as “SPECIAL RESOLUTION”
“RESOLVED that pursuant to Section 17 of the Companies Act 1956, and subject to the consent of the Shareholders at an Extraordinary General Meeting and subject to passing of the Resolution by Postal Ballot as per
Section 192A of the Companies Act, 1956 and subject to approval of the Registrar of Companies, the Main Object Clause III (A) of the Memorandum of Association of the company be and is hereby altered as given
below:
The existing Object Clause III (A)(2) be modified and replaced as below:
“2. To enter into the business of generation, distribution and sale of all types of energy such as electric, fuel, wind, natural gas and conventional and non-conventional by setting up of appropriate Power Plant(s)”.
Item No. 2:
Alteration of the object incidental or ancillary to the attainment of the main objects Clause III (B) of the Company by way of modification of existing Clause and /additional clauses therein:
To consider, and if thought fit, to pass with or without modification, the following Resolution as “SPECIAL RESOLUTION”
“RESOLVED that pursuant to Section 17 of the Companies Act 1956, and subject to the consent of the Shareholders at an Extraordinary General Meeting and subject to passing of the Resolution by Postal Ballot as per
Section 192A of the Companies Act, 1956 and subject to approval of the Registrar of Companies, the object incidental or ancillary to the attainment of the main objects Clause III (B) of the Memorandum of Association
of the company be and is hereby altered as given below:
(a). The existing Object Clause III (B)(4) be modified and replaced as below:
“4. To amalgamate with any Company or Companies or with any body of persons having objects altogether or in part similar to those of this Company and to enter into partnership or into any arrangement for sharing
profits, union of interest, cooperation, joint venture, licence or reciprocal concession or for limiting competition with any person or persons or Company or Companies carrying on or engaged in, or about to carry on or
engage in, or being authorise to carry on or engage in any business or transaction which the Company is authorised to carry on or engage in or which can be carried on in conjuction therewith or which is capable of being
conducted so as directly or indirectly to benefit the Company.
(b). The existing Object Clause III (B)(9) be modified and replaced as below:
“9. To subscribe for acquire hold sell and otherwise deal in shares, stocks, debentures, debenture stock, bonds, mortgage, obligations and securities of any kind issued or guaranteed by any Company (body corporate or
undertaking) of whatever nature and wheresoever constituted or carrying on business in share stocks, debentures, debenture stock, bonds, mortgage, obligations and other securities issued or guaranteed by any
Government sovereign ruler, commissioners, trust, municipal, local or other authority or body of whatever nature whether in India or elsewhere out of the surplus funds of the Company and also in precious and non-ferrous
metals, all agricultural, plantation products, commodities of every kind and all other moveable goods permitted and allowed for trading purposes through the Recognized Commodity Exchanges and also other assets like
securities, bullion, currency, interest level, stock market index or anything else falling under “Derivatives”.
(c). After the existing Object Clause III (B) (30) the following new Clauses (31 to 33) be inserted.
“31. To raise funds for the company through the issue of Global Depository Receipts (GDRs), American Depository Receipts (ADRs), Foreign Currency Convertible Bonds (FCCBs), Qualified Institutional Placements (QIPs)
and/or such other permissible methods in accordance with the Rules and Regulations framed by the Securities and Exchange Board of India, The Reserve Bank of India in consonance with the Foreign Exchange
Management Act, 1999 as amended from time to time and as applicable in this regard.
32. To enter in to all types of internal or external foreign collaborations, license arrangements, technical assistance, financial or commercial arrangements including the survey of markets for export and to study market
conditions in India and out side, for the fulfillment of any objects herein contained.
33. To receive loans, advances, grants or other money on interest or otherwise from any person or persons, institution, society, company, local authority, government, international agency, and use it for furthering the
objects of the Company.”
Item No. 3:
Alteration of the Other Objects Clause III (C) of the Company by way of additional clause therein:
To consider, and if thought fit, to pass with or without modification, the following Resolution as “SPECIAL RESOLUTION”
“RESOLVED that pursuant to Section 17 of the Companies Act 1956, and subject to the consent of the Shareholders at an Extraordinary General Meeting and subject to passing of the Resolution by Postal Ballot as per
Section 192A of the Companies Act, 1956 and subject to approval of the Registrar of Companies, the Other Object Clause III (C) of the Memorandum of Association of the company be and is hereby altered as given
below:
After the existing clause III (C) (35) the following new clause (36) be inserted.
36. To act in India or any where in the world as advisors, technical, financial, management, industrial consultants and to provide technical know how, render service on finance, fund management, planning, development,
research design, plant operation, to make feasibility studies, assist in acquisition of business, plant and machinery, to provide procurement, construction and technical services and to render such other services for
management in manufacture, arranging finance and funds, fund management, marketing, production, processing of Engineering goods or any other allied products in all types of Industries and to act as Commission
Agents.”
Item No.4
Alteration of the Articles of Association of the Company
To consider, and if thought fit, to pass with or without modification, the following Resolution as “SPECIAL RESOLUTION”
“RESOLVED that pursuant to Section 31 of the Companies Act 1956, and subject to the consent of the Shareholders at an Extraordinary General Meeting and subject to passing of the Resolution by Postal Ballot as per
Section 192A of the Companies Act, 1956 and subject to approval of the Registrar of Companies, the Articles of Association of the Company be and is hereby altered as follows.”
(a) The existing Article 4 be replaced by the following Article 4:
“4. Increase of Capital by the Company and how carried in to effect
The Company may in General Meeting from time to time by Ordinary Resolution increase its capital by creation of new Shares which may be unclassified and may be classified at the time of issue in one or more classes and
of such amount or amounts as may be deemed expedient. The new Shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the resolution shall prescribe and in
particular, such Shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company and with a right of voting at General Meeting of the Company in conformity with
Section 87 and 88 of the Act. Whenever the capital of the Company has been increased under the provisions of this Article the Directors shall comply with the provisions of Section 97of the Act.”
(b) After the existing Article 7 the following new Article be inserted
“7 (A). Buy Back of Shares and Securities
The Board of Directors of the Company may if thought fit, buy back such of the Company's Shares or securities to such limit upon such terms and conditions and subject to the provisions of Section 77A, 77AA and 77B
and other applicable provisions of the Companies Act and in accordance with Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1999 as amended from time to time.
Item No.5
BORROWAL IN EXCESS OF PAID UP CAPITAL AND FREE RESERVES:
To consider, and if thought fit, to pass with or without modification, the following Resolution as “SPECIAL RESOLUTION”
“RESOLVED that pursuant to the provisions of section 293 (1) (d) and other applicable provisions, if any, of the Companies Act, 1956 the Company hereby accords its consent to the Board of Directors for borrowing any
sum or sums of money from time to time from any one or more of the Company's bankers and/or from any one or more other persons, firms, bodies corporate, or financial institutions whether by way of cash credit,
advance or deposits, term or demand loans or bills discounting or otherwise and whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge of the Company's assets and properties whether
movable or stock-in-trade (including raw materials, stores, spare parts and components in stock or in transit) and work-in-progress and all or any of the undertakings of the Company not withstanding that the moneys to
be borrowed together with moneys already borrowed by Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) will or may exceed the aggregate of the paid-up
capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose but, so however, that the total amount up to which the moneys may be borrowed by the Board of Directors and
outstanding at any time shall not exceed the sum of Rs.1000 Crores only exclusive of interest, and that the Directors are hereby, further authorized to execute such deeds of debentures and debenture trust deeds or
mortgage, charge, hypothecation, lien, promissory notes, deposit receipts and other deeds and instruments or writings as they may think necessary and containing such conditions and covenants as the Directors may
deem fit.”
Members are requested to make it convenient to attend.
                                                                                                                                                                           By order of the Board of Southern Ispat & Energy Limited
                                                                                                                                                                                                     (Sd.-)
Date: 24.12.2009                                                                                                                                                                              VIVEK AGARWAL
Place: Palakkad.                                                                                                                                                                        Chairman & Managing Director
                                                                                               ANNEXURE TO NOTICE
a) The Explanatory Statement as required u/s 173 (2) of the Companies Act, 1956 is given below.
b) A member entitled to attend and vote at the meeting is entitled to appoint a Proxy to attend and vote instead of himself and the Proxy need not be a Member. A blank Proxy form is enclosed. The Proxy in order to be
   valid must be received by the Company at its Registered Office not less than 48 hours before the commencement of the meeting.
c) Members are requested to intimate their change of address to the Registered Office of the Company.
d) The Resolution mentioned under the Special Business Item Nos: 1-5 should be passed through Postal Ballot as per the Postal Ballot Rules 2001.
e) The company has appointed Mr. S R Balaji, Company Secretary in Practice (C P No.3514), Coimbatore as scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956.
Item No.1:
Members are aware that as per decision taken earlier, the company is in the process of having backward integration through merger of Kerala Sponge Iron Limited in to our Company and merger proceedings are in
progress. In view of this, there will be increase in capacities of production and other diversification activities which are in different stages. Electricity being a major input for Steel Plant Industry, it is all the more essential to
consider establishment of our own source of power supply which will help to reduce the cost of production of steel and ultimately will considerably increase the profitability of our Company in the long run. The Board
would like to explore the possibilities of establishing 100 MW capacity Power Plant (Coal Based or Biomas based) so that our company becomes self reliant on power source supply also.
The existing Main Object Clause '2' does not empower the company to under take this activity Hence the Object Clause of the Memorandum needs amendment.
Hence the directors recommend the Resolution set out in the Agenda Notice, Item No. 1for modification of existing Clause '2’. None of the directors are interested or concerned in the resolution
Item No.2(a):
The existing Object Clause III (B)(4) requires modification to enable the company to carry out amalgamation/merger of companies.
Hence the directors recommend the Resolution set out in the Agenda Notice, Item No. 2(a). None of the directors are interested or concerned in the resolution.
Item No.2(b) :
In order to earn revenue from the surplus funds of the company, as and when available, it is necessary for the Board to consider various avenues of making investments to optimize the return at the best interest of the stake
holders and others. Keeping in view the present market situation and various alternative investment avenues available, the directors have felt the need to amend the clause no. III (B) 9 of the Memorandum of Association.
Hence the directors recommend the Resolution set out in the Agenda Notice, Item No. 2(b). None of the directors are interested or concerned in the resolution.
Item No.2(c) :
For the proposed expansion plan and other diversification of activities huge funds are required by the company. The Board of Directors may have to explore various options available in raising the required funds both from
within the country and from outside also. Also for various diversification plans, the company may have to enter into foreign collaboration, obtain licenses, enter into technical know how agreements etc. Hence, necessary
modification in the existing incidental or ancillary object clause of the Memorandum of Association is required.
Hence the directors recommend the Resolution set out in the Agenda Notice, Item No. 2(c). None of the directors are interested or concerned in the resolution
Item No.3:
As part of diversification programs, the Company may have to undertake one or more new areas of activities. Some of the areas that the Company is planning to explore are not coved by the Other Object Clause of the
Memorandum of Association. Hence the Other Object Clause of the Memorandum of Association requires amendment.
 Hence the directors recommend the Resolution set out in the Agenda Notice, Item No.3:
None of the directors are interested or concerned in the resolution.
Item No.4:
Certain of the Articles in the Articles of Association require modification in line with the amendments carried out to the Companies Act, 1956 at different times.
The Directors therefore recommend the resolution set out in item no. 4 for making such alteration/addition to the existing articles of association.
None of the directors are interested or concerned in the resolution.
Item No.5:
In view of the proposed expansion of plant activities and other development of business of the company, more funds are required. For this purpose increase in the borrowing limit in terms of provisions of section 293(1)(d)
of the Companies Act 1956 exceeding the paid up capital and free reserves of the company is necessary. It is proposed to increase borrowing limit to Rs.1000 Crores.
Hence the directors recommend the Resolution set out in the Agenda Notice, Item No. 5
                                                                                                                                                                           By order of the Board of Southern Ispat & Energy Limited
                                                                                                                                                                                                     (Sd.-)
Date: 24.12.2009                                                                                                                                                                              VIVEK AGARWAL
Place: Palakkad.                                                                                                                                                                        Chairman & Managing Director
                                 SOUTHERN ISPAT & ENERGY LIMITED
   Regd. Office : 19/629(1) “SREYAS” Near Yakkara School Bus Stop West Yakkara, Palakkad – 678 001

                                                                         ATTENDANCE SLIP


Full name of the
Member attending .............................................................................................................. .....................................................

(To be filled in if first named joint-holder does not attend the Meeting)


Registered Folio No./ : ...................................................................
DP ID No. / Client ID No.*

No. of Shares held: .........................................................................

I hereby register my presence at the EXTRA-ORDINARY GENERAL MEETING held at 19/629 (1), "SREYAS" Near Yakkara School Bus Stop,
                                          th
West Yakkara, Palakkad-678 001. on the 28 January, 2010 at 11.00 A.M.




                                                                                                     ........................................................................................
                                                                                                                                (Member's Signature)
                                                                                                         (To be signed at the time of handing over this slip)




                                 SOUTHERN ISPAT & ENERGY LIMITED
   Regd. Office : 19/629(1) “SREYAS” Near Yakkara School Bus Stop West Yakkara, Palakkad – 678 001


                                                                             PROXY                           FORM

I/We ...........................................................................................................................................................................................

.......................................... being a member/members of the above-named Company hereby appoint.


                                                                                                                                                                                            th
As my/our proxy to vote for me/us on my/our behalf at the Extra-ordinary General Meeting of the Company to be held on 28 January, 2010
at 11.00 A.M. and at any adjournment thereof* in favour/against of the resolutions


                                                                 Signed this ............................................................. day of ........................... 2010


Registered Folio No./ : ...................................................................
DP ID No. / Client ID No.*
                                                                                                                                                               Re. 1
No. of Shares held: ..........................................................................
                                                                                                                                                             Revenue

                                                                                                                                                              Stamp
                                                                 Signature ...............................................................................................................

N.B. The instrument appointing proxy should be deposited at the Registered Office of the Company not later than 48 hours
before the commencement of the Meeting.
Registrars & Share Transfers
S.K.D.C. CONSULTANTS LIMITED
No. 7, Seth Narayandas Layout,
Street No. 1, West Power House Road, Coimbatore - 641 012.
Tel : (0422) 6549995 Fax : (0422) 2499574
E-mail : info@skdc-consultants.com

								
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