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| Exchange Disseminated Time | Tide Water Oil (India) Ltd has informed BSE that the members of the Company will consider to approve by way of Postal Ballot the following Resolutions:
1. Accorded to the Board of Directors (hereinafter called “Board”, which expression shall also include a Committee thereof) to grant and/or allot at anytime, through a Trust, to the eligible employees, who are in full time employment including any Director holding a salaried office or employment in the Company, an option to purchase upto 26,136 number of Ordinary Shares of the Company representing 3% of the Paid-up Share Capital under a scheme, framed by the Board and called Tide Water Oil Co. (India) Ltd. Employee Welfare Scheme, 2010-11 (TWO - EWS, 2010-11), in one or more tranches and the terms and conditions provided under the TWO - EWS, 2010-11 or any other scheme that may be framed from time to time for this purpose.
2. Subject to such consents, approvals as may be required from any statutory or government authority(ies) under applicable law, Tide Water Oil Co. (India) Ltd. Employee Welfare Trust (the ‘Trust’) be constituted on such terms and in such manner as decided by the Board of Directors of the Company or duly constituted Committee thereof for the purpose of acquisition of ordinary shares of the Company from the secondary market, to hold the ordinary shares and to allocate/transfer these shares to eligible employees of the Company being employees in full time employment including any Director holding a salaried office or employment in the Company, from time to time, in such a manner and on such terms & conditions as specified under Tide Water Oil Co. (India) Ltd. Employee Welfare Scheme, 2010-11 and to carry out/ perform / administer any other act / function / scheme as may be specified / delegated / framed by the Board of Directors from time to time for the general welfare of the employees of the Company.
3. Accorded to the Board of Directors (hereinafter called “Board”, which expression shall also include a Committee thereof) of the Company to grant and/or allot option to any Director holding a salaried office or employment in the Company, including but not limited to the Executive Director of the Company, to participate in Tide Water Oil Co. (India) Ltd. Employee Welfare Scheme, 2010-11 (TWO EWS, 2010-11) and purchase stock option in accordance with the eligibility criteria as stated therein, out of the quantum of Commission as received / receivable by such Director each year and the terms and conditions of appointment (inclusive of provisions relating to remuneration, perquisites, etc.) of such Director as fixed or to be fixed by the shareholders or the Board, as the case may be, from time to time, be deemed to be modified/altered/amended/ revised, as may be deemed necessary to give effect to the setting aside of a portion of the Commission received / to be received and subsequent distribution of the same as grant of Stock Option under TWO-EWS, 2010-11 and that the Board be hereby authorized to set aside such portion from the Commission paid / payable by the Company to such Director for the said purpose in accordance with TWO-EWS, 2010-11.
4. Accorded pursuant to Section 293(1)(d) and other applicable provisions, if any, of the Companies Act, 1956 and other applicable statutes and/or Rules & Regulations framed hereunder and in force during the relevant time(s), to the Board of Directors of the Company for borrowing from time to time from such Banks, Financial Institutions, Government, Government Bodies, Companies and/or other Persons, Bodies Corporate, whether by way of Term Loans, Cash Credit, Advance, Deposits, Bill Discounting or otherwise and whether unsecured or secured by way of mortgage, charge, hypothecation or lien or pledge of the Company’s assets and properties whether movable or immovable, including stock in trade or book debts, of the such sums of money as they may deem requisite for the purpose of the business of the Company notwithstanding that money to be borrowed together with money already borrowed (apart from temporary loans obtained from the Company’s bankers in ordinary course of business) will exceed the aggregate of the paid-up capital and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the aggregate of the monies that may be borrowed by the Board of Directors shall not exceed Rs. 400 crores (Rupees Four Hundred Crores only), outstanding at any point of time.
5. Accorded in terms of Section 293(1)(a) and other applicable provisions, if any, of the Companies Act, 1956 to the Board of Directors of the Company (including a Committee constituted by the Board for this purpose), to mortgage and/or charge the whole or substantially the whole of one or more of the undertakings of the Company whosesoever situated, present and future, in favour of Scheduled Banks, Foreign Banks, Finance Institutions, NBFCs, Mutual Funds, Insurance Companies or any other category of lender, in India or abroad to secure loans in Indian Rupees or Foreign Currency, guarantees, working capital facilities and/or any other financial assistance obtained/to be obtained from one or more of the aforesaid Lender(s) upto an aggregate amount not exceeding Rs. 400 crores (Rupees Four Hundred Crores only) together with interest at the respective agreed rates, additional interest, compound interest, liquidated damages, commitment charges, premia on pre-payment or on redemption, Trustee’s remuneration, costs, charges, expenses, and all other monies, including any increase on account of revaluation / devaluation / fluctuation in the rates of foreign currencies involved, payable by the Company to aforesaid Lender(s) in terms of their respective Loan Agreements / Trustees’ Agreements / Letter of Sanctions / Memorandum of terms and conditions, Bonds or any other security document entered into Ito be entered into / issued / to be issued by the Company in respect of the said loans / credit facilities I debentures / financial assistance, with a right, where necessary, to take over the management of the business and undertaking of the Company. |
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