Sale of Mancherial Unit
06 1월 2005 - 9:27PM
UK Regulatory
RNS Number:0917H
Associated Cement Companies Ld(The)
06 January 2005
January 6, 2005
Dear Sirs,
Sub: Sale of Mancherial Cement Works
The Board of Directors of the Company has decided to seek the approval of its
Shareholders for the sale of its Mancherial Cement Works situated in Adilabad
District in the State of Andhra Pradesh.
Under Section 293 (1)(a) of the Companies Act, 1956, the Company is required to
obtain the approval of the Members for sale of the aforesaid Unit through a
Postal Ballot.
Accordingly, the Company will shortly be sending to the Members the text of the
Resolution and the relevant Explanatory Statement along with the Postal Ballot
Form for the purpose of conducting the Postal Ballot on the subject matter as
required under Section 192A (2) of the Companies Act, 1956. A copy of the said
Notice, Explanatory Statement and Postal Ballot Form is enclosed herewith for
your kind information..
Yours faithfully,
For The Associated Cement Companies Limited.
( M L Narula )
Managing Director
Encl: a/a
THE ASSOCIATED CEMENT COMPANIES LIMITED
Registered Office : Cement House, 121, Maharshi Karve Road, Mumbai 400 020
Telephone Number (022)56654321 Fax Number : (022) 56317458
To,
The Members,
Notice pursuant to Section 192A(2) of the Companies Act, 1956
NOTICE IS HEREBY GIVEN pursuant to Section 192A(2) of the Companies Act, 1956,
read with the Companies (passing of the resolution by postal ballot) Rules,
2001, that the following Resolution relating to the sale of the Company's Unit
viz. Mancherial Cement Works situated in Adilabad District in the State of
Andhra Pradesh is proposed to be passed by postal ballot.
Under Section 293(1)(a) of the Companies Act 1956, the Company is required to
obtain the approval of the Members for the sale of the aforesaid Unit through a
postal ballot. Accordingly, the Company is desirous of seeking your consent to
the proposal contained in the undermentioned Resolution. The Explanatory
Statement pertaining to the said Resolution setting out all material facts and
reasons thereof is also annexed.
As the consent of the Members to the Resolution is required to be obtained by
means of a Postal Ballot, it is being sent to you with the Explanatory
Statement for your consideration along with a Postal Ballot Form. The Company
has appointed Ms Shirin K Bharucha, Legal Advisor, as the Scrutinizer for
conducting the Postal Ballot process in a fair and transparent manner.
You are requested to carefully read the instructions printed in the Postal
Ballot Form and return the form duly completed and signed in the enclosed
self-addressed postage pre-paid envelope so as to reach the Scrutinizer on or
before February 23, 2005. The Scrutinizer will submit her report to the
Chairman after completion of the scrutiny of the Postal Ballot Forms and the
results of the Postal Ballot will be announced at the Registered Office of the
Company at Cement House, 121 Maharshi Karve Road, Mumbai 400 020, on March 1,
2005.
Resolution to be passed under Section 293 (1)(a) of the Companies Act, 1956, for
sale of the Company's Mancherial Cement Works
To consider and, if thought fit, to pass the following Resolution as an Ordinary
Resolution :
"RESOLVED THAT pursuant to the provisions of Sections 192A, 293(1)(a) and other
applicable provisions, if any, of the Companies Act 1956, the Memorandum and
Articles of Association and subject to such other approvals and permissions as
may be required, consent of the Company be and is hereby accorded to the Board
of Directors of the Company ("the Board" which expression shall also include a
Committee of Directors constituted for this purpose) to transfer, sell or
otherwise dispose of in any manner whatsoever the Company's Mancherial Cement
Works situated in Adilabad District in the State of Andhra Pradesh, to such
purchaser/s or assignee/s together with the rights, title and interest in the
immovable and movable assets, at a consideration which shall not be less than
Rs. 22 crores and on such terms and conditions as may be decided by the Board,
and as incidental to the transfer, sale or disposal thereof, the assignment of
the mining leases and quarries appurtenant thereto subject to requisite
approvals, with full power and authority to the Board to authorise the
finalisation and execution of all the necessary documents, agreements, deeds of
assignment/conveyance and
other documents and to do all such acts, deeds, matters and things as may be
deemed necessary or expedient in their discretion to give effect to the said
Resolution."
Explanatory Statement required by Section 173 of the Companies Act, 1956
relating to the aforesaid Resolution
The Mancherial Cement Works was established in 1958 and has a relatively small
installed capacity of 3.35 Lakh tonnes per annum using the old and high cost
fuel inefficient semi-dry process. The said Unit has been incurring losses for
the last several years. It has not been possible to undertake any major
initiatives for effecting a turnaround of this Unit on account of its uneconomic
size and the large capacity overhang situation prevailing in the Andhra Pradesh
market in which the Unit operates, which is likely to continue. Taking into
consideration various factors, the Board of Directors has, subject to the
approval of the shareholders under Section 293(1)(a) and such other approvals as
may be necessary, given its approval for the sale of this Unit so that the
Company could better focus on its larger operations. The total sale
consideration for the immovable and moveable assets if any, to be sold will not
be less than Rs. 22 crores.
The employees working at the Unit on the date of the transfer will be
transferred along with the Unit or will be offered voluntary retirement under
the Voluntary Retirement Scheme of the Company.
Section 293(1)(a) of the Companies Act 1956 provides inter alia that the Board
of Directors of a public company shall not, without the consent of the members
of the company, sell, lease, or otherwise dispose of the whole, or substantially
the whole of the undertaking of the company or where the company owns more than
one undertaking, the whole or substantially the whole of any such undertaking.
The Members are requested to empower the Board with the requisite authority
under Section 293(1)(a) of the Act to sell the Mancherial Cement Works.
The Directors commend the Ordinary Resolution for approval by the Members by
exercising their vote through a Postal Ballot. A Postal Ballot Form and a
pre-paid self-addressed envelope are being sent along with the Notice.
None of the Directors is interested in the Resolution.
THE ASSOCIATED CEMENT COMPANIES LIMITED
Registered Office : Cement House, 121, Maharshi Karve Road, Mumbai 400 020
Telephone Number (022)56654321 Fax Number : (022)56317458
Serial No
POSTAL BALLOT FORM
(1) Name(s) of Shareholder(s)
Including Joint holders, if any
(2) Registered Address of the Sole/
First named Shareholder
(3) Registered Folio No./
DPID No./Client ID No.*
(*Applicable to investors holding
shares in a dematerialised form)
(4) No. of shares held
(5) I/ We hereby exercise my/our vote in respect of the Ordinary
Resolution to be passed through Postal Ballot for the business stated in the
Notice of the Company dated January 10, 2005 by sending my/our assent or dissent
of the said Resolution by placing the tick (u) mark at the appropriate places in
boxes below :
Item Description No. of Shares I/We assent to the I/We dissent to the
Resolution Resolution
No. (For) (Against)
1. Ordinary Resolution under Section
293(1)(a) of the Companies Act,
1956, authorising the Board of
Directors of the Company to sell
or otherwise dispose of Mancherial
Cement Works situated in Adilabad
District in the State of Andhra
Pradesh
Place : (Signature of the Shareholder)
Date :
Notes:
1. Please read carefully the instructions printed overleaf before filling
the Ballot Form.
2. Please tear off the portion as indicated on the form and send your
Postal Ballot in the prepaid envelope enclosed herewith, so as to reach on or
before February 23, 2005.
INSTRUCTIONS :
1. A Shareholder desiring to exercise his/her vote by postal
ballot should complete the Postal Ballot form (no other form or photo copy
thereof) is permitted to be used for the purpose) and send it to the Scrutinizer
at the address of the Company in the attached self-addressed envelope. The
postage will be borne and paid for by the Company. Envelopes containing Postal
Ballot Forms, if deposited with the Company, in person or if sent by courier at
the expense of the Shareholder shall also be accepted by the Company.
2. The self-addressed envelope bears the name and address of
the Scrutinizer appointed by the Board of Directors of the Company.
3. This form should be completed and signed by the Shareholder.
In case of joint share holding, this form should be completed and signed (as per
the specimen signature(s) registered with the Company) by the first named
Shareholder and in his/her absence, by the next named Shareholder.
4. Incomplete, unsigned or incorrectly ticked Postal Ballot
forms will be rejected.
5. Duly completed Postal Ballot forms should reach the
Scrutinizer not later than the close of working hours on February 23, 2005.
Postal Ballot forms received after this date will be strictly treated as if the
reply from such Shareholder(s) has not been received.
6. In the case of shares held by companies, trusts, societies,
etc., the duly completed Postal Ballot form should be accompanied by a certified
true copy of the relevant Board Resolution/ Authorisation, together with
attached specimen signature(s) of the duly authorized signatories.
7. Voting rights shall be reckoned on the paid up value of the
shares registered in the name of the Shareholders on the date of the dispatch of
the Notice pursuant to Section 192A (2) of the Act.
8. A Shareholder need not use all his votes nor does he need
to cast all his votes in the same way.
9. The Postal Ballot shall not be exercised by a proxy.
10. Shareholders are requested not to send any other paper
along with the Postal Ballot form in the enclosed self addressed envelope.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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