ALLAHABAD BANK HEAD OFFICE 2 NETAJI SUBHAS ROAD KOLKATA 700 001 NOTICE NOTICE IS HEREBY GIVEN pursuant t

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ALLAHABAD BANK HEAD OFFICE 2 NETAJI SUBHAS ROAD KOLKATA 700 001 NOTICE NOTICE IS HEREBY GIVEN pursuant t Powered By Docstoc
					                               ALLAHABAD BANK
                HEAD OFFICE: 2, NETAJI SUBHAS ROAD, KOLKATA - 700 001

                                       NOTICE
NOTICE IS HEREBY GIVEN pursuant to Regulation 57 of the Allahabad Bank (Shares
and Meetings) Regulations, 1999 that an Extraordinary General Meeting of the
Shareholders of the Bank will be held on Wednesday, the 23rd March 2011 at 10.30 a.m.
at     Purbashree Auditorium, Eastern Zonal Cultural Center, Bharatiyam Cultural
Multiplex, IB-201, Sector-III, Salt Lake City, Kolkata-700106, to consider and approve
allotment of Equity Shares to the Govt. of India on preferential allotment basis and to
pass the following special resolution with or without modification(s):-

RESOLVED THAT pursuant to provisions of Section 3(2B) (b) of the Banking
Companies (Acquisition and Transfer of Undertakings) Act, 1970, Clause 20 of the
Nationalized Banks (Management and Miscellaneous Provisions) Scheme, 1970 Clause
23 of the Listing Agreement for Equity Shares entered into with the National Stock
Exchange of India Limited and Bombay Stock Exchange Limited (including any
amendment thereto or re-enactment thereof) and in accordance with the provisions of
Regulation 4 (A) of the Allahabad Bank (Shares and Meetings) Regulations, 1999 and
the other Rules/Notifications/Circulars/ Regulations/ Guidelines, if any, prescribed by the
Government of India, Reserve Bank of India, Securities and Exchange Board of India or
any other relevant authority, from time to time to the extent applicable and subject to
approvals, consents, permissions and sanctions, which may be agreed to by the Board of
Directors of Allahabad Bank (the Bank) (hereinafter referred to as “the Board” which
term shall be deemed to include Committee(s) constituted/to be constituted by the Board
to exercise its powers including the powers conferred by this Regulation) be and is
hereby authorized on behalf of the Bank, to create, offer, issue and allot 1,28,63,436
Equity Shares of the Bank of Rs. 10/- (Rupees Ten only) each for cash at a premium of
Rs.217/- (Rupees Two Hundred Seventeen only ) aggregating to Rs. 291,99,99,972/-
(Rupees Two Hundred Ninety One Crore Ninety Nine Lac, Ninety Nine Thousand, Nine
Hundred Seventy Two only) by way of Preferential Issue to the promoters of the Bank
i.e. Government of India (President of India) in accordance with Chapter VII of
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement)
Regulations, 2009 (the SEBI ICDR Regulations).

RESOLVED FURTHER THAT the new Equity Shares to be issued and allotted on
preferential basis in pursuance of this Resolution shall be issued in dematerialized form
and shall be subject to lock-in requirements required under Chapter VII of Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations,
2009 and shall rank pari passu in all respects (including Dividend) with the existing
Equity shares of the Bank and be listed on Stock Exchanges where the existing Equity
Shares of the Bank are listed.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the
Board of Directors of the Bank be and is hereby authorized to do all such acts, deeds,
matters and things as the Board may in its absolute discretion consider necessary proper,
desirable or appropriate for making the said issue as aforesaid and to settle any question
difficulty or doubt that may arise in this regard as the Board may deem fit and proper in
its absolute discretion to be most beneficial to the Bank.

RESOLVED FURTHER THAT the Board of Directors of the Bank be and is hereby
authorized to delegate all or any of its power(s) to a committee of Directors of the Bank
to give effect to the aforesaid Resolution.

                                               By order of the Board of Directors of
                                                        Allahabad Bank


Place : Kolkata                                             ( J.P. Dua)
Date : 21-02-2011                                  Chairman & Managing Director

EXPLANATORY STATEMENT

The Government of India, Ministry of Finance, Department of Financial Services vide
their letter No. F. No. 11/7/2008-BOA dated 15-02-2011 has conveyed that in order to
enable the Bank to maintain a Tier I CRAR of 8%, the Government has decided to infuse
Rs. 292 crore (Rupees Two Hundred Ninety Two crore only) by way of preferential
allotment of equity and advised to initiate necessary steps for raising the capital by way
of preferential allotment of equity in favour of Government of India so that the entire
exercise is completed by 31-03-2011.

As directed by the Govt. of India and to maintain Tier I Capital Adequacy Ratio of the
Bank above 8%, it is proposed to issue further 1,28,63,436 equity shares of Rs. 10/-each
for cash at a premium of Rs.217/- (Rupees Two Hundred Seventeen only ) on a
preferential allotment basis to Government of India. The Govt. of India presently holds
an aggregate of 55.23% of the equity capital of Rs.10/-(Rupees Ten only) each which
after the proposed preferential allotment of 1,28,63,436 equity shares of Rs. 10/-/-
(Rupees Ten only) each, will become 56.48% of the total paid up equity of the Bank post
allotment. The preferential issue and allotment of equity shares is proposed to be issued
for cash at a premium of Rs. Rs.217/- (Rupees Two Hundred Seventeen only) each.

As per SEBI‟s Guidelines for preferential issues, an issue of shares on a preferential
basis can be made only at a price which is not less than higher of the following:
        (a) The average of the weekly high and low of the closing prices of the related equity
        shares quoted on the recognized stock exchange during the six months preceding the
        relevant date; or
        (b) The average of the weekly high and low of the closing prices of the related equity
        shares quoted on a recognized stock exchange during the two weeks preceding the
        relevant date.

 The relevant date for the above purpose means the date thirty days prior to the date on
which the General meeting of shareholders is held to consider the proposed preferential
issue. As the date of the Extra Ordinary General Meeting (EGM) of shareholders of the
Bank is 23rd March 2011, the “relevant date” is 19th February, 2011. The issue price
computed on the above basis comes to Rs. 226.70 per Equity Shares approximately. As
against this, the equity shares are proposed to be issued at Rs.227.00 per share. The
Equity Share shall be listed, rank pari-passu in all respects and carry the same rights
including dividend, as the existing equity shares.

 Information as required under Regulation 73 of Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirement) Regulations, 2009, for
Preferential Issues:
       a) Object of the Issue:
       The object of the issue is to recapitalize the Bank to maintain Tier I CRAR of
       8%,

       b) Intention of the Promoters/Directors/Key Management persons to
       subscribe to the offer:
       None of the Directors/Key Management persons intends to subscribe to the issue
       pursuant to this Resolution. However, The Government of India, which presently
       holds 55.23% of the total equity capital of the Bank, has vide their letter No. F.
       No. 11/7/2008-BOA dated 15-02-2011 conveyed that in order to enable the Bank
       to maintain a Tier I CRAR of 8%, the Government has decided to infuse Rs. 292/-
       crore (Rupees Two Hundred Ninety Two crore) by way of preferential allotment
       of equity shares.

        c). Shareholding pattern before and after the proposed issue:
 Pre-allotment of Equity shares of Rs. 10/- each                    Post-allotment     of   Equity
                                                                    shares of Rs. 10/- each
              Category                 No. of Shares % of holding No. of Shares % of holding
A. Indian Promoter
Govt. of India                           246700000          55.23      259563436             56.48
Sub Total                                246700000          55.23      259563436             56.48
B. Non- Promoter/Public holding
     Institutional Investors*
(a) Indian Financial Institution           59688515         13.36       59688515             12.99
 (b) Indian Mutual Funds                   12442660          2.79       12442660              2.71
 (c) Banks                                    241909         0.06          241909             0.05
  (d) Foreign Financial Institutions       72810749         16.30       72810749             15.84
Sub Total                                145183833          32.51      145183833             31.59
C. Others:*
(a) Employee                                  731300         0.16          731300             0.16
(b) Bodies Corporate                         6100291         1.37        6100291              1.33
(c) Non-Resident Indians                      313818         0.06          313818             0.07
(d) Trust/HUF/ Resident                    47670758         10.67       47670758             10.37
Individuals
Sub Total                                  54816167         12.26       54816167             11.93
   Grand Total (A+B+C)                   446700000            100      459563436               100
*Shareholding as on 19-02-2011 has been taken into consideration for both pre and post
preferential issue.
d) Proposed time within which allotment will be completed:

 The allotment of the equity shares is expected to be completed within 15 days of the
date of the above resolution.

e) Identity of the proposed allottees and the percentage of post preferential issue of
the equity capital that may be held by them:
Sl No.     Name of the Proposed No.                of    equity % of post issue
           allottees                       shares          post shareholding
                                           allotment
1.         Govt. of India                            259563436                   56.48

No change in management control is contemplated

f) Undertaking that the issuer shall re-compute the price of the specified securities
in terms of the provision of these Regulations:

                     Not applicable

g) Undertaking that if the amount payable on account of the re-computation of price
is not paid within the time stipulated in the Regulations, the specified securities shall
continue to be locked in till the time such amount is paid by the allottees:

                                      Not applicable

A copy of the certificate from the Statutory Auditor of the Bank M/s K.M. Agarwal &
Co. Chartered Accountants, certifying that the proposed issue of the equity shares is
being made in accordance with the requirement of the Regulations will be available for
inspection at the venue of the Extra Ordinary General Meeting.

 All the shares issued and allotted to the Govt. of India shall be locked in for a period of
three years from the date of allotment.

All the equity shares held by the Govt. of India are in dematerialized form and the Bank
is in compliance with the conditions of the Listing Agreement with the Stock Exchanges
where the Equity Shares of the Bank are listed. The Govt. of India has not sold any
Equity Share of the Bank during the six months proceeding the relevant date.

The said special resolution if passed will enable the Board on behalf of the Bank, to issue
and allot equity shares on a preferential basis to Govt. of India.

The directors recommend the resolution for your approval.

None of the directors are personally concerned or interested in the resolution.
NOTES:

1.     APPOINTMENT OF PROXY

A SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE MEETING,
IS ALSO ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE
INSTEAD OF HIMSELF/ HERSELF, AND SUCH A PROXY NEED NOT BE A
SHAREHOLDER OF THE BANK.

The proxy form in order to be effective must be received by the Bank at its Share
Department and Investors‟ Grievance Cell, Head Office, 2, Netaji Subhas Road, Kolkata-
700 001 not later than FOUR DAYS before the date of the Meeting i.e. on or before the
closing business hours of Friday, 18th March, 2011. Please note that any employee or
officer of Allahabad Bank cannot be appointed as proxy as per provisions of Allahabad
Bank (Shares & Meetings) Regulations, 1999.

However, the proxy so appointed will not have any right to speak at the Meeting.

For the convenience of the shareholders, Proxy Form is annexed to this Notice.

2. APPOINTMENT OF AN AUTHORISED REPRESENTATIVES

No person shall be entitled to attend or vote at the meeting as a duly authorized
representative of any body corporate which is a shareholder of the Bank, unless a copy of
the resolution appointing him/her as a duly authorized representative, certified to be a
true copy by the Chairman of the meeting at which it was passed had been deposited at
the Head Office of the Bank with Share Department and Investors‟ Grievance Cell,
Allahabad Bank, 2, Netaji Subhas Road, Kolkata-700 001 not later than FOUR DAYS
before the date of the Meeting i.e on or before the closing business hours of Friday , 18th
March, 2011. Please note that an employee or officer of Allahabad Bank cannot be
appointed as authorized representative as per provisions of Allahabad Bank (Shares &
Meetings) Regulations, 1999.

3. ATTENDANCE SLIP-CUM ENTRY PASS

For the convenience of the shareholders, Attendance Slip-Cum Entry pass is annexed to
this Notice. Shareholders/Proxy holders/Authorised Representatives are requested to fill
in and affix their signatures at the space provided therein and surrender the same at the
venue of the meeting. Proxy/Authorised Representatives of shareholders should state on
their Attendance Slip-Cum- Entry pass as „Proxy‟ or „Authorised Representatives‟ as the
case may be.
4. COMMUNICATION WITH SHARE TRANSFER AGENT

Shareholders are requested to approach the Registrar and Share Transfer Agent of the
Bank, to intimate changes, if any, in their registered address, lodge transfer/transmission
request (s) and the matters related to payment of dividends at the following address:-

M/s MCS Limited
77/2A, Hazra Road
Kolkata-700029
Tel : 033-24541892, 033-24541893
Fax: 033-24541961
E-mail: mcscal@cal2.vsnl.net.in

5. For on line queries/grievance, shareholders of the Bank may login on the website of
M/s MCS Limited i.e www.mcsdel.com and click on investor services to register their
queries/grievance, if any.

6. In order to facilitate quick and efficient service to the shareholders, Allahabad Bank
has set up Investors‟ Grievances Cell at its Head Office, Kolkata. Shareholders and
investors may contact this Cell at the under mentioned addresses for any assistance:

The General Manager (F&A)            The Manager(Company Secretary)
Allahabad Bank, Head Office          Share Deptt. & Investors‟ Grievance Cell
2, Netaji Subhas Road,               Head Office
Kolkata- 700 001                     2, Netaji Subhas Road, Kolkata- 700 001
Telephone No. 033-22420899           Telephone No.033-22420878
Fax No. 033- 22107424                Fax No. 033- 22107424
E-mail - gmfa@allahabadbank.in       Email-investors.grievance@ allahabadbank.in


7. Shareholders may kindly note that no gift/gift coupon will be distributed at the
meeting.


                                             By order of the Board of Directors of
                                                      Allahabad Bank


Place : Kolkata                                           ( J.P. Dua)
Date : 21-02-2011                                Chairman & Managing Director
                                                           ALLAHABAD BANK
                                                 H.O: 2, Netaji Subhas Road, Kolkata-700 001
                                                                     Form .B.
                                                                   Form of Proxy
                                     (To be filled in and signed by the shareholder/ member)
 Regd. Folio No.. ALB................
( If not demateralised)                                             DPID No. .....................
                                                                    Client ID No.....................
                                                                    ( If dematerialized)

I/We ........................resident of........................ ………………………………in the district of ........................in the state
of................... .......... being a share holder(s) of Allahabad Bank, hereby appoint Shri/Smt...............
........ resident of.............................. in the district of .....................................-..... or failing him/her, Shri/Smt
.............resident of..................in the district of ...........in the state of. ................ as my /our proxy to vote for me/us and on
my/our behalf at the Extra Ordinary General Meeting of the Shareholders of the Allahabad Bank to be held on
Wednesday, the 23rd March 2011 at 10.30 a.m. at Purbashree Auditorium at Eastern Zonal Cultural Center, Bharatiyam
Cultural Multiplex, IB-201, Sector-III, Salt Lake City, Kolkata-700106, and at any adjournment thereof.


Signed this............... day of ............. 2011                                         Please
                                                                                             affix One
                                                                                             Rupee
                                                                                             Revenue
                                                                                             Stamp




……………….........
Signature of the Proxy                                                            Signature of the First/Sole Holder
                                                                                    Name
                                                                                    Address:



                                   Instructions for signing and lodging the Proxy form
1. The instrument of proxy to be valid
     (a) In case of an individual shareholder, shall be signed by him/her attorney duly authorized in writing.
     (b) In case a joint holder, shall be signed by the shareholder whose names appeared first in the Register of Members
        or by his/her attorney duly authorized in writing.
     ( c) In case of body corporate, shall be signed by its officer duly authorised in this behalf and executed under its
           common seal, if any or otherwise signed by its attorney duly authorized in writing.

2. An instrument of proxy in which the thumb impression of the shareholder is affixed, will be valid provided it is attested
by a Judge, Magistrate, Registrar or Sub-Registrar of assurance or any other Government Gazetted Officer or an Officer
of Allahabad Bank.

3. The Proxy together with
      (a) the power of attorney or other authority ( if any) under which it is signed or
      (b) a copy of that power of Attorney or Authority , certified by a Notary Public or a Magistrate, should be deposited at
      the Head Office, Allahabad Bank, not later than FOUR DAYS before the date of Extra Ordinary General Meeting, i.e.
      on or before the close of business hours on Friday, 18th March, 2011.
4. In case of relevant power of attorney is already registered with Allahabad Bank or its Share Transfer Agent , the
registration number of power of attorney and date of such registration may be mentioned.

5. No proxy shall be valid unless it is duly stamped and signed.

6. An instrument of proxy deposited with the Bank shall be irrevocable and final.

7. In case of an instrument of proxy granted in favour of two grantees in the alternative, not more than one form shall be
executed.

8. The shareholder who has executed an instrument of proxy shall not be entitled to vote in person at the Extra Ordinary
General Meeting to which such instrument relates.

9. No person shall be appointed as duly authorized representative or a proxy who is an officer or an employee of
Allahabad Bank.

10. No instrument of proxy shall be valid unless it is in Form B.
                                Allahabad Bank
                   Head Office : 2, N.S.Road Kolkata-700 001

                                             ATTENDANCE           SLIP-CUM-ENTRY
                                             PASS    FOR      EXTRA        ORDINARY
                                             GENERAL MEETING
                                             Date 23-03-2011
                                             Place :  Eastern Zonal Cultural Center,
                                                      Bharatiyam Cultural Multiplex,
                                                      IB-201, Sector-III, Salt Lake City,
                                                      Kolkata-700106


                                 ATTENDANCE SLIP
                         (To be surrendered at the time of entry)

NAME IN BLOCK LETTERS                          FOLIO/CLIENT ID NO.               No. of Shares
Member/Proxy/Authorised Representative



                                    ---------------------------------------------------------------
                                  Signatue of Shareholders/Proxy/Representative present



                                     ENTRY PASS

NAME IN BLOCK LETTERS                          FOLIO/CLIENT ID NO.               No. of Shares
Member/Proxy/ Authorised Representative


Shareholders/Proxy/Representatives are requested to produce this Attendance Slip-cum-
Entry Pass signed, for admission to meeting hall. The Entry Pass portion will be handed
back to the Shareholders/Proxy/Representative, who should retain it till the conclusion of
the meeting. The admission may, however, be subject to further verifications/checks as
may be deemed necessary. Under no circumstances, any duplicate Attendance Slip-cum-
Entry Pass will be issued for entry to the meeting hall.

Note : No gifts/gift coupons will be distributed at the meeting .

				
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