EL FORGE LIMITED
Registered Office: 84,
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE is hereby given that an Extraordinary
General Meeting of the shareholders of
EL FORGE LIMITED will be held
on Saturday, June 3, 2006 at 10.35 a.m. at Narada Gana Sabha Mini Hall, 254,
T.T.K. Road, Chennai – 600 018 to
transact the following business:
1.
To consider and, if thought fit, to pass
with or without modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the
provisions of Section 94 and other applicable provisions, if any, of the
Companies Act, 1956 (including any amendment thereto or re-enactment thereof),
the Authorised Share Capital of the Company be and is hereby increased from Rs
11,00,00,000/- (Rupees Eleven Crores only) divided into 80,00,000 (Eighty Lakh)
Equity Shares of Rs 10/- (Rupees Ten only) each and 3,00,000 (Three Lakh)
Redeemable Preference Shares of Rs 100/- (Rupees One Hundred only) each to Rs
13,00,00,000/- (Rupees Thirteen Crores only) divided into 1,00,00,000 (One
Crore) Equity Shares of Rs 10/- (Rupees Ten only) each and 3,00,000 (Three
Lakh) Redeemable Preference Shares of Rs 100/- (Rupees One Hundred only) each”
2.
To consider and, if thought fit, to pass
with or without modification(s), the following resolution as a Special
Resolution:
“RESOLVED
THAT consequent to increase
in the Authorised Share Capital of the Company, Clause 4 of the Memorandum of
Association of the Company be and is hereby altered by substituting it with the
following new clause 4:
4.
The Authorised Share Capital of the
Company is Rs 13,00,00,000/- (Rupees Thirteen Crores only) divided into
1,00,00,000 (One Crore) Equity Shares of
Rs 10/- (Rupees Ten only) each and 3,00,000 (Three Lakh) Redeemable Preference
Shares of Rs 100/- (Rupees One Hundred only) each. The Company has power from
time to time to increase or reduce its Capital and to divide the Shares in the
Capital for the time being into other classes and to attach thereto respectively
such preferential, deferred, qualified or other special rights, privileges,
conditions or restrictions as may be determined by or in accordance with the
Articles of Association of the Company to vary, modify or abrogate any such
rights, privileges or conditions or restrictions in such manner as may for the
time being be permitted by the Articles of Association of the Company or the
legislative provisions for the time being in force in that behalf.”
3.
To consider and, if thought fit, to pass
with or without modification(s), the following resolution as a Special
Resolution:
“RESOLVED
THAT pursuant to the
provisions of Section 31 and other applicable provisions, if any, of the
Companies Act, 1956, the existing Article 2A of the Articles of Association of
the Company be substituted with the following Clause:
2A. The Authorised Share Capital of the Company is
Rs 13,00,00,000/- (Rupees Thirteen Crores only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs 10/- (Rupees
Ten only) each and 3,00,000 (Three Lakh) Redeemable Preference Shares of Rs
100/- (Rupees One Hundred only) each.”
4.
To consider and if thought fit, to pass
with or without modification(s), the following resolution as a Special
Resolution:
“RESOLVED
THAT pursuant to the provisions of Section 81(1A) and all other applicable
provisions, if any, of the Companies Act, 1956 (including any statutory
modifications, amendments thereto or re-enactment thereof) (hereinafter
referred to as “the Act”), and subject to the enabling provisions of the
Memorandum and Articles of Association of the Company, the Listing Agreement
entered into by the Company with the Bombay Stock Exchange Limited where the
shares of the Company are listed and in accordance with the rules, guidelines
and regulations prescribed by Securities and Exchange Board of India (“SEBI”),
Reserve Bank of India (“RBI”), Government of India (“GOI”) or any other
relevant authority and clarifications thereon issued from time to time, if any,
and subject to all such other approvals, permissions or sanctions as may be
necessary and subject to such conditions and modifications as may be prescribed
or imposed by any of them while granting such approvals, permissions or
sanctions, which may be agreed to by the Board of Directors of the Company
(hereinafter referred to as “the Board”, which expression shall be deemed to
include any Committee constituted / to be constituted by the Board to exercise
its powers, including the powers conferred by this Resolution), the consent of
the Company be and is hereby accorded to the Board to offer, issue and allot,
in one or more tranches, on a preferential basis, upto 8,00,000 Equity Shares
of Rs 10/- each to ICG Q Limited, at a price of Rs 120/- per equity
share (including a premium of Rs 110/- per equity share) and on such other
terms and conditions that the Board may deem appropriate in its absolute
discretion.
RESOLVED FURTHER THAT the Equity Shares shall be issued by the
Company to ICG Q Limited on the following terms and conditions:
i) The entire amount towards subscription of
the Equity Shares shall be payable on application.
ii) The Equity Shares to be allotted shall be
subject to a lock-in period to be determined in accordance with the provisions
of Chapter XIII on Preferential Issues issued under SEBI (Disclosure and
Investor Protection) Guidelines, 2000 (hereinafter referred to as “SEBI
Guidelines”).
iii) The Equity Shares proposed to be issued in
the manner aforesaid shall rank pari passu in all respects with the existing
Equity Shares of the Company.
RESOLVED
FURTHER THAT the Relevant
Date for determination of the price of the Equity Shares in terms of the
provisions of the SEBI Guidelines is May 4, 2006, being the 30th day
prior to June 3, 2006 i.e. the 30th day prior to the date on which
the meeting of the general body of shareholders is held, in terms of Section
81(1A) of the Act, to consider the proposed issue.
RESOLVED
FURTHER THAT for the purpose of giving effect to this
Resolution, the Board be and is hereby authorized on behalf of the Company to
take such steps and to do all such acts, deeds, matters and things as the Board
may, in its absolute discretion, consider necessary, expedient, usual, proper
or incidental to this resolution and to settle any question, remove any
difficulty or doubt that may arise from time to time in relation to the offer,
issue and allotment of the Equity Shares and the utilization of the issue
proceeds of the Equity Shares, to prescribe the forms of application and to
take such actions or give such directions as they may consider as being
necessary or desirable and to obtain any approvals, permissions, sanctions
which may be necessary or desirable, as they may deem fit.
RESOLVED FURTHER THAT the Board
be and is hereby authorized to make on its own accord or to accept such
amendments, modifications, variations and alterations as the GOI/SEBI/RBI or
any other regulatory authority may stipulate in that behalf.”
5.
To consider and if thought fit, to pass
with or without modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the
provisions of Section 81(1A) and all other applicable provisions, if any, of
the Act and subject to the enabling provisions of the Memorandum and Articles
of Association of the Company, the Listing Agreement entered into by the
Company with the Bombay Stock Exchange Limited where the shares of the Company
are listed and in accordance with the rules, guidelines and regulations
prescribed by SEBI, RBI, GOI or any other relevant authority and clarifications
thereon issued from time to time, if any, and subject to all such other
approvals, permissions or sanctions as may be necessary and subject to such
conditions and modifications as may be prescribed or imposed by any of them
while granting such approvals, permissions or sanctions, which may be agreed to
by the Board, the consent of the Company be and is hereby accorded to the Board
to offer, issue and allot, in one or more tranches, on a preferential basis,
upto 4,15,000 Equity Shares of Rs 10/- each to Chendur Forgings Limited,
an entity belonging to the promoter group, at a price of Rs 120/- per equity
share (including a premium of Rs 110/- per equity share) and on such other
terms and conditions that the Board may deem appropriate in its absolute
discretion.
RESOLVED FURTHER THAT the Equity
Shares shall be issued by the Company to Chendur Forgings Limited on the
following terms and conditions:
i) The entire amount towards
subscription of the Equity Shares shall be payable on application.
ii) The Equity Shares to be
allotted shall be subject to a lock-in period to be determined in accordance
with the provisions of Chapter XIII on Preferential Issues issued under SEBI
Guidelines.
iii) The Equity Shares proposed
to be issued in the manner aforesaid shall rank pari passu in all respects with
the existing Equity Shares of the Company.
RESOLVED FURTHER THAT the
Relevant Date for determination of the price of the Equity Shares in terms of
the provisions of the SEBI Guidelines is May 4, 2006, being the 30th
day prior to June 3, 2006 i.e. the 30th day prior to the date on
which the meeting of the general body of shareholders is held, in terms of
Section 81(1A) of the Act, to consider the proposed issue.
RESOLVED FURTHER THAT for the
purpose of giving effect to this Resolution, the Board be and is hereby
authorized on behalf of the Company to take such steps and to do all such acts,
deeds, matters and things as the Board may, in its absolute discretion,
consider necessary, expedient, usual, proper or incidental to this resolution
and to settle any question, remove any difficulty or doubt that may arise from
time to time in relation to the offer, issue and allotment of the Equity Shares
and the utilization of the issue proceeds of the Equity Shares, to prescribe
the forms of application and to take such actions or give such directions as
they may consider as being necessary or desirable and to obtain any approvals,
permissions, sanctions which may be necessary or desirable, as they may deem
fit.
RESOLVED FURTHER THAT the Board
be and is hereby authorized to make on its own accord or to accept such
amendments, modifications, variations and alterations as the GOI/SEBI/RBI or
any other regulatory authority may stipulate in that behalf.”
6.
To consider and, if thought fit, to pass
with or without modification(s), the following resolution as a SPECIAL RESOLUTION:
“RESOLVED THAT pursuant to the
provisions of Section 81(1A) and all other applicable provisions, if any, of
the Act and subject to the enabling provisions of the Memorandum & Articles
of Association of the Company, the Listing Agreement entered into by the
Company with the Bombay Stock Exchange Limited where the shares of the Company
are listed and in accordance with the applicable guidelines issued by SEBI,
RBI, GOI, or any other relevant authority and clarifications thereon issued
from time to time, if any, and subject to all such statutory, regulatory and
government approvals, permissions or sanctions as may be necessary and subject
to such conditions and modifications as may be prescribed or imposed by any of
them while granting such approvals, permissions or sanctions, and which may be
agreed to by the Board, the consent of the Company be and is hereby accorded to
the Board to offer, issue and allot, in one or more tranches, on a preferential
basis, upto 3,00,000 Equity Share Warrants (hereinafter referred to as
“Warrants”), carrying an entitlement to subscribe to an equivalent number of
Equity Shares of Rs 10/- each at a price of Rs 132/- per equity share
(including a premium of Rs 122/- per equity share) to Chendur Forgings
Limited, an entity belonging to the promoter group, and on such other terms
and conditions, as the Board may deem appropriate in its absolute discretion.
RESOLVED FURTHER THAT the
Warrants shall be issued by the Company to Chendur Forgings Limited on the
following terms and conditions:
i) An amount equivalent to
10% of the exercise price of the Equity Shares arising out of the Warrants
shall be payable at the time of making the application for the Warrants, which
will be kept by the Company as a deposit to be adjusted and appropriated
against the price of the Equity Shares payable by the Warrantholder at the time
of exercising the option;
ii) The entitlement under the
Warrants shall be exercised, in one or more tranches, on or before the expiry
of 18 months from the date of allotment of Warrants;
iii) In the event the
Warrantholder does not exercise the option under the Warrants within the time
limit prescribed under point no. ii) above, the Warrants shall lapse and the
deposit of 10% as indicated in point i) above shall stand forfeited by the
Company;
iv) The Warrants proposed to be
allotted shall be subject to a lock-in to be determined in accordance with the
provisions of the SEBI Guidelines. The lock-in on the Equity Shares resulting
from the exercise of the option under the Warrants shall be reduced to the
extent the Warrants have already been locked-in;
v) The Equity Shares to be
issued and allotted as a consequence of exercise of the option under the
Warrants in the manner aforesaid shall rank pari passu in all respects with the
existing Equity Shares of the Company.
RESOLVED FURTHER THAT the
Relevant Date for the purpose of pricing of the Equity Shares resulting from
the exercise of the option under the Warrants, in terms of the provisions of
the SEBI Guidelines, is May 4, 2006, being the 30th day prior to
June 3, 2006 i.e. the 30th day prior to the date on which the
meeting of the general body of shareholders is held, in terms of Section 81(1A)
of the Act, to consider the proposed issue.
RESOLVED FURTHER THAT for the
purpose of giving effect to this resolution, the Board be and is hereby
authorized to do and / or ratify all such acts, deeds, matters and things, as
it may in its absolute discretion deem necessary, proper or desirable as may be
required in connection with the creation, offer, issue and allotment of the
securities, to settle any question, remove any difficulty or doubt that may
arise in this regard, to seek listing of the Equity Shares arising out of the
exercise of Warrants and to do all such other acts, deeds, matters and things
and to finalize and execute all such deeds, documents and writings as may be
necessary, desirable or expedient as the Board may deem fit.
RESOLVED FURTHER THAT the Board
be and is hereby authorized to make on its own accord or to accept such
amendments, modifications, variations and alterations as the GOI/SEBI/RBI or
any other regulatory authority may stipulate in that behalf.”
7.
To consider and if thought fit, to pass
with or without modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the
provisions of Section 81(1A) and all other applicable provisions, if any, of
the Act and subject to the enabling provisions of the Memorandum and Articles
of Association of the Company, the Listing Agreement entered into by the
Company with the Bombay Stock Exchange Limited where the shares of the Company
are listed and in accordance with the rules, guidelines and regulations prescribed
by SEBI, RBI, GOI or any other relevant authority and clarifications thereon
issued from time to time, if any, and subject to all such other approvals,
permissions or sanctions as may be necessary and subject to such conditions and
modifications as may be prescribed or imposed by any of them while granting
such approvals, permissions or sanctions, which may be agreed to by the Board,
the consent of the Company be and is hereby accorded to the Board to offer,
issue and allot, on a preferential basis, upto 50,329 Equity Shares of Rs 10/-
each to the following persons (hereinafter referred to as “the shareholders of
SFL”), towards part consideration for acquistion of 37,000 Equity Shares of
Shakespeare Forgings Limited, Birmingham, UK (“SFL”) by the Company, as per the
terms and conditions contained in the Agreement dated July 6, 2005, entered
into between the Company and the shareholders of SFL.
|
Sr. No. |
Name of the proposed allottees |
No. of Equity Shares proposed to be allotted |
|
1. |
Mr James Mundell |
17,615 |
|
2. |
Dr Stephen Potts |
22,648 |
|
3. |
Mr Robert G. Unitt |
10,066 |
RESOLVED FURTHER THAT the Equity
Shares shall be issued by the Company to the above persons on the following
terms and conditions:
i) The Equity Shares to be allotted shall be subject to a lock-in
period to be determined in accordance with the provisions of Chapter XIII on
Preferential Issues issued under SEBI Guidelines.
ii) The Equity Shares proposed
to be issued in the manner aforesaid shall rank pari passu in all respects with
the existing Equity Shares of the Company.
RESOLVED FURTHER THAT the
Relevant Date for determination of the price of the Equity Shares in terms of
the provisions of the SEBI Guidelines is May 4, 2006, being the 30th
day prior to June 3, 2006 i.e., the 30th day prior to the date on
which the meeting of the general body of shareholders is held, in terms of
Section 81(1A) of the Act, to consider the proposed issue.
RESOLVED FURTHER THAT for the
purpose of giving effect to this Resolution, the Board be and is hereby authorized
on behalf of the Company to take such steps and to do all such acts, deeds,
matters and things as the Board may, in its absolute discretion, consider
necessary, expedient, usual, proper or incidental to this resolution and to
settle any question, remove any difficulty or doubt that may arise from time to
time in relation to the offer, issue and allotment of the Equity Shares and to
take such actions or give such directions as they may consider as being
necessary or desirable and to obtain any approvals, permissions, sanctions
which may be necessary or desirable, as they may deem fit.
RESOLVED FURTHER THAT the Board
be and is hereby authorized to make on its own accord or to accept such
amendments, modifications, variations and alterations as the GOI/SEBI/RBI or
any other regulatory authority may stipulate in that behalf.”
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Registered Office: |
By Order of the Board |
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84, Chromepet, Chennai - 600 044 |
For EL FORGE LIMITED |
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Sd/- |
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R.SOWMITHRI |
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ED(FINANCE)
& SECRTARY |
1.
The relative Explanatory Statement
pursuant to Section 173 (2) of the Companies Act, 1956 in respect of the
business set out under Item Nos. 1 to 6 of the Notice set out above, is annexed
hereto.
2.
A MEMBER ENTITLED TO ATTEND AND VOTE AT
THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXY TO ATTEND AND VOTE ON A
POLL ONLY INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER. A PROXY, IN
ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE
COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
The existing Authorised Share Capital of the Company is Rs 11,00,00,000/-
(Rupees Eleven Crores only) divided into 80,00,000 (Eighty Lakh) Equity Shares
of Rs 10/- (Rupees Ten only) each and 3,00,000 (Three Lakh) Redeemable
Preference Shares of Rs 100/- (Rupees One Hundred only) each. In order to
enable the Company to issue and allot further shares, the consent of the
shareholders is being sought under these resolutions to increase the Authorised
Share Capital of the Company to Rs 13,00,00,000/- (Rupees Thirteen Crores only)
divided into 1,00,00,000 (One Crore) Equity Shares of Rs 10/- (Rupees Ten only)
each and 3,00,000 (Three Lakh) Redeemable Preference Shares of Rs 100/- (Rupees
One Hundred only) each and to make corresponding amendments in the Memorandum
& Articles of Association of the Company.
None of the directors of the Company are in any
way concerned or interested in the proposed resolutions. Your Directors
recommend the resolutions for your approval
Item Nos 4, 5 and 6:
Your company is a well
reputed Chennai based manufacturer and supplier of forgings. The domestic and
international auto industry is currently on a high growth trajectory which has
led to higher demand for auto components. Indian auto component suppliers are
gearing up to tap the available opportunities thorugh organic and inorganic
growth. With the strong growth witnessed by the industry and given the
Company’s established and well reputed profile, the Company should do well in
capitalizing on the booming market for auto components.The funds raised through
the proposed preferential issue of Equity Shares / Warrants shall be used for
expansion, modernization and rationalization of the business.
Section 81 of the Act provides inter alia, that
when it is proposed to increase the issued capital of a Company by allotment of
further shares, etc., such further shares shall be offered to the existing
shareholders of the Company in the manner laid down in Section 81 unless the
shareholders in a general meeting decide otherwise by passing a special
resolution. Hence, consent of the shareholders by way of a special resolution
is being sought pursuant to the provisions of Section 81(1A) and all other
applicable provisions of the Act and in terms of the provisions of the SEBI
Guidelines and the listing agreement executed by the Company with the Bombay
Stock Exchange Limited where the Company’s shares are listed.
As the date of the Extraordinary General Meeting
of the shareholders is June 3, 2006, the Relevant Date (for determining the
minimum price) is May 4, 2006. The price of the Equity Shares / Equity Shares
arising on exercise of the Warrants as computed in accordance with the SEBI
guidelines is Rs 110.51 per share. The Equity Shares to be allotted (including
equity shares arising on exercise of Warrants) shall be subject to the
Memorandum and Articles of Association of the Company and the terms of issue as
decided by the Board and shall rank pari-passu in all respects with the
existing Equity Shares of the Company.
Item
No 7:
The Company vide its agreement dated July 6,
2005, with the shareholders of Shakespeare Forging Limited, Birmingham, UK
(“SFL”), has acquired a majority stake in SFL.This is a significant step in the
growth of the Company and its access to overseas markets which would accrue
significant benefits in the future.
In terms of the said Agreement, the Company has
acquired the shares of SFL from the existing shareholders and in consideration
of the same, proposes to allot its own shares to the said shareholders as given
below:
|
Sl.No. |
Name of the Proposed Allottees |
No.of Equity shares proposed to be allotted |
|
1. |
Mr.James Mundell |
17,615 |
|
2. |
Dr.Stephen Potts |
22,648 |
|
3. |
Mr.Robert G.Unitt |
10,066 |