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| Exchange Disseminated Time | Prism Cement Ltd has informed BSE that the members of the Company will consider to approve by way of Postal Ballot the following Resolutions as under:
1. Amendment in the Articles of Association of the Company.
2. Pursuant to provisions of Section 94(1)(a) of the Companies Act, 1956 and subject to the sanction of the Scheme of Amalgamation of H. & R. Johnson (India) Ltd. and RMC Readymix (India) Pvt. Ltd ("Transferor Companies") with Prism Cement Ltd. ("Transferee Company") by the requisite number of the shareholders of the Company and by the Hon'ble High Courts at Bombay and Andhra Pradesh under Sections 391 to 394 and all other applicable provisions of the Act, upon the Scheme coming into effect, the Authorised Share Capital of the Transferee Company shall stand increased without payment of stamp duty and fees payable to Registrar of Companies in respect of (i) and (ii) below (to the extent already paid in respect of the authorised share capital of the Transferor Companies and Transferee Company), by :
(i) the Authorised Share Capital of Transferor Company No. 1 amounting to Rs. 40,00,00,000/- (Rupees Forty crores only) comprising 20,00,000 (Twenty lakh) Equity shares of Rs. 100/- each and 20,00,000 (Twenty lakh) Preference shares of Rs. 100/- each and as a part of such combination, the face value of each of the Equity and Preference shares of the Transferor Company No. 1 shall be changed from Rs. 100/- to Rs. 10/- and the number of Equity and Preference shares will change accordingly;
(ii) the Authorised Share Capital of Transferor Company No. 2 amounting to Rs. 75,00,00,000/- (Rupees Seventy-five crore only) comprising 7,50,00,000 (Seven crore Fifty lakh) Equity shares of Rs. 10/- each; and
(iii) 8,50,00,000 (Eight crore Fifty lakh) Equity shares of Rs. 10/- each amounting to Rs. 85,00,00,000/- (Rupees Eighty-five crores only).
3.A. Alternation in the Memorandum of Association of the Company as under:
- The Authorised Share Capital of the Company is Rs. 525 Crores (Rupees Five Hundred Twenty-five Crores only) divided into 50,50,00,000 Equity Shares of Rs. 10/- each and 2,00,00,000 Preference Shares of Rs 10/- each with such rights, privileges and conditions attached thereto as may be determined by the General Meeting at the time of issue. The Company has and shall always have the power to divide the share capital from time to time and to vary, modify and abrogate any rights, privileges or conditions attached to its shares in such a manner as may for the time being provided in the regulations of the Company & consequential amendment in the Articles of Association of the Company.
B. Alternation in the Articles of Association of the Company.
- The Authorised Share Capital of the Company is Rs. 525 Crores {Rupees Five Hundred Twenty-five Crores only) divided into 50,50,00,000 Equity Shares of Rs 10/- each and Rs. 20 Crores (Rupees Twenty Crores only) divided into 2,00,00,000 Preference Shares of Rs. 10/- each.
4. Alternation in the Memorandum of Association of the Transferee Company by deletion of the existing clause III A and replacing the same by the new clause III A (i.e. the Main Object Clause) of the Transferee Company.
5. Authority to the Board for borrowing from time to time any sum or sums of money on such security and on such terms and conditions as the Board may deem fit, notwithstanding that the money to be borrowed together with the money already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business) including rupee equivalent of foreign currency loans (such rupee equivalent being calculated at the exchange rate prevailing as on the date of the relevant foreign currency agreement) may exceed, at any time, 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, provided however, the total amount so borrowed in excess of the aggregate of the paid-up capital of the Company and its free reserves shall not at any time exceed Rs. 25,00,00,00,000/- (Rupees Two Thousand Five Hundred Crores only), subject to necessary provisions & approvals.
6. Authority to the Board to hypothecate / mortgage and / or charge in addition to the hypothecations / mortgages and / or charges created by the Company, in such form and manner and with such ranking and at such time(s) and on such terms as the Board may determine, all or any part of the movable and / or immovable properties of the Company wherever situated both present and future, and / or create a charge on all or any part of the immovable properties of the Company and the whole or any part of the undertaking or undertakings of the Company, together with power to take over the management of the business and concern of the Company in certain events of default, in favour of the Company's Bankers / Financial Institutions / other investing agencies and trustees for the holders of Debentures / Bonds / other instruments / securities to secure any Rupee / Foreign currency Loans, Guarantee assistance, and / or any issue of Non Convertible Debentures, and / or Compulsorily or Optionally, Fully or Partly Convertible Debentures and / or Bonds, and / or any other Non Convertible and / or other Partly / Fully Convertible instruments / securities, within the overall ceiling prescribed by the members of the Company, in terms of section 293(1)(d) of the Companies Act, 1956, subject to necessary provisions & approvals.
The Company has appointed Ms. Savita Jyoti, Practising Company Secretary as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
The Postal Ballot form duly completed should reach the scrutinizer not later than the close of working hours on November on or before November 16, 2009. The scrutinizer will submit his report to the Chairman after completion of the scrutiny and the results of the postal ballot will be announced on November 18, 2009. |
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