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| Exchange Disseminated Time | Sundaram Clayton Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 26, 2009, has approved the following items subject to the approval of the shareholders in the ensuing annual general meeting of the Company to be held on September 29, 2009:
1. Increase in authorized capital and consequential amendments to the capital clause of memorandum and articles of association of the Company
The board of directors approved the proposal for amendments to the capital clause of the memorandum and articles of association of the Company for increase in the authorised share capital from Rs 10,00,00,000 (Rupees ten crores) divided into 2,00,00,000 (two crores) equity shares of Rs 5 each to Rs 20,00,00,000 (Rupees twenty crores) divided into 4,00,00,000 (four crores) equity shares of Rs 5 each, subject to the approval of the shareholders in the ensuing annual general meeting to be held on September 29, 2009.
2. Amendments to the articles of association of the Company
Pursuant to the Scheme of Arrangement sanctioned by the Hon'ble High Court of Madras "inter se" transfer of shares between promoters of the Company was effected on June 03, 2009. With the acquisition of 39.17% shares by TVS Group viz., M/s. T V Sundram Iyengar & Sons Ltd, Sundaram Industries Ltd, Southern Roadways Ltd and Sundaram Finance Ltd from the foreign promoter, the total holdings of TVS Group has risen to 80% of the paid up capital of the Company.
With the exit of the foreign promoters, namely WABCO and they ceasing to be one of the principal shareholders, it has become necessary to amend certain clauses in the Articles of Association of the Company.
In view of this, certain Articles in the Articles of Association of the Company have been proposed to be revised by deleting references to the promoters and their rights, subject to the approval of the shareholders in the ensuing Annual General Meeting.
Similarly, the existing Article 110(a) of AoA provides for appointment of not less than six and not more than twelve directors.
Considering the expansion and diversification plans of the Company, the board directors felt it desirable to fix the limit at sixteen so that this would enable the Company to have if considered necessary experienced persons in the related fields on the board, where the Company may plan to expand / diversify in the future.
Hence, the existing article dealing with the maximum limit of twelve is proposed to be amended by fixing the said limit at sixteen, subject to the approval of the shareholders in the ensuing annual general meeting and the Central Government.
3. Inclusion of new objects to the main objects of the Company
The board of directors approved a proposal to include certain new object clauses in the memorandum of association for authorizing the Company to undertake a new business, namely for setting up powerplant for generation / distribution of power for captive use as well as for sale to others, subject to the approval of the shareholders of the Company through postal ballot. |
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