NOTICE TO MEMBERS
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NOTICE is hereby given that a General Meeting of the
Members of CESC Limited will be held at Kala Mandir, 48 Shakespeare Sarani, Kolkata
- 700 017, on Wednesday, 21 April, 2004 at 11 A.M. or immediately after the
conclusion of a meeting of the Equity Shareholders of the Company convened
under the direction of the Hon'ble High Court at Calcutta at 10.00 A.M. on
the same date and at the same venue, whichever is later, to consider and, if
thought fit, to pass, with or without modifications, the following
Resolutions : 1. AS A
SPECIAL RESOLUTION
"RESOLVED
i.
THAT pursuant
to the provisions of Section 81 (1A) and other applicable provisions, if any,
of the Companies Act, 1956 and in accordance with the provisions of the
Memorandum and Articles of Association of the Company and listing agreements
entered into by the Company with the Stock Exchanges and subject to the
guidelines and approvals of the Securities and Exchange Board of India (SEBI)
and the approval of the Reserve Bank of India, if necessary, and also subject
to such other consents, approvals and permissions as may be necessary,
consent of the Company be and is hereby accorded to the Board of Directors of
the Company (hereinafter referred to as "the Board" which
expression shall be deemed to include any Committee which the Board may
constitute to exercise its powers) to offer for subscription, issue and allot
up to 82,69,788 New Equity Shares of Rs. 10/- each in the capital of the
Company (hereinafter referred to as “the Rights Shares") ranking pari
passu in all respects with the Existing Shares for cash at a premium of Rs.
50/- per share on Rights basis to the holders of Equity Shares of the Company
(hereinafter referred to as "the Members") whose names shall appear
on the Register of Members of the Company or on the list of depositories as
beneficial owners as at the close of business on such date as may be determined
by the Board (hereinafter referred to as “the Record Date") or to the
renouncees in whose favour the offer of the Rights Shares may be renounced,
in full or in part, by the Members and who may or may not be the Members of
the Company;
ii.
THAT the
aforesaid offer of the Rights Shares for subscription be made in the first
instance to the Members in proportion of one Rights Share for every eight
existing Equity Shares registered in their respective names on the Record
Date with an option to those Members who apply for the whole of the shares so
offered to them to apply for additional shares;
iii.
THAT the
Rights Shares be offered for subscription to the Members as aforesaid by a
Letter of Offer specifying the number of shares to which they are entitled
(fraction of a Rights share being disregarded) and providing therein that the
offer if not accepted within such time as may be specified in the Letter of
Offer or within such further time as may from time to time be extended by the
Board shall be deemed to have been declined; |
iv.
THAT any
Rights Share so offered and not taken up by any of the Members as aforesaid
(or their renouncees) in response to the aforesaid offer and the Rights
Shares available from consolidation of fractions shall be available for
allotment to those Members who take up their rights In full pursuant to the
aforesaid offer and apply for additional shares PROVIDED that in the event of
the additional shares applied for exceeding the number of shares available
for allotment or in the event of any of the Rights Shares remaining
unsubscribed, the allotment or disposal thereof, as the case may be, shall be
made in such manner as the Board may determine to be beneficial to the
Company;
v.
THAT for the
purpose of giving effect to this Resolution, the Board or such of the
Directors as the Board may empower for the purpose be and are hereby
authorized to give such directions as they may think fit or proper including
directions for finalizing the forms relating to the issue, settling any
question, doubt or difficulty that may arise in regard to the aforesaid offer
and/or the issue or allotment of the Rights Shares and to do all such acts,
deeds, matters or things as the Board or the Directors authorized by the
Board for the purpose or any of them in their /his absolute discretion may
consider necessary, expedient, usual or proper including but not limited to
securing the necessary approvals for the issue, deciding on the terms of
payment for the Rights Shares including amount to be paid on application,
allotment and calls, finalizing the details of allotment, listing of the
Rights Shares in all or any of the Stock Exchanges where the existing Equity
Shares are already listed, appointing Lead Managers/Managers, Consultants,
Advisors, Bankers, Registrar, Brokers, Printers and other agencies and
settling all matters incidental or consequential to all or any of the above
matters and/or such other matters as may be necessary for giving effect to
this Resolution;
vi.
THAT the
Board be and is hereby specifically authorised to decide, accept, agree to
any alteration in the size of the issue, the price payable on the Rights
Shares, the amount of premium thereon or such other terms and conditions of
the SEBI or other concerned authorities or as per applicable guidelines from
time to time without requiring any further approval of the Members of the
Company." |
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2.
AS AN ORDINARY RESOLUTION “RESOLVED THAT the consent of the
Company be and is hereby
accorded in terms of Section 293(l)(a) and other applicable provisions, if
any, of the Companies Act, 1956 to mortgaging and/or charging by the Board of
Directors of the Company ("the Board") of all the immovable and
movable properties of the Company, wheresoever situate, present and future,
to or in favour of all or any of the following lenders/ trustees: a.
ICICI Bank
Limited (ICICI Bank), Industrial Development Bank of India (IDBI) and IFCI
Limited to secure their Term Loans comprising a rupee component of not exceeding
Rs.161,00,00,000 (Rupees One hundred and sixty-one crore) and the rupee
equivalent of Pounds Sterling 18,066,587 (Pounds Sterling Eighteen million
sixty-six thousand five hundred and eighty-seven) b.
UCO Bank
(UCO) to secure its Term Loan not exceeding Rs. 75,00,00,000 (Rupees
Seventy Five Crore); c.
IDBI
Trusteeship Services Limited as Trustees for the holders of Non-Convertible
Debentures of the aggregate nominal value of Rs. 479,25,02,000 (Rupees Four
Hundred Seventy Nine Crore Twenty Five Lakh and Two Thousand) privately
placed with ICICI Bank, IDBI, Life Insurance Corporation of India and Indian
Bank; d.
IDBI as holder of Non-Convertible Debentures of the
aggregate nominal value of Rs. 44,28,11,181 (Rupees Forty Four Crore Twenty
Eight Lakh Eleven Thousand One Hundred Eighty One), and e.
Punjab
National Bank as Trustees for the holders of Non-Convertible Debentures of
the aggregate nominal value of Rs. 12,00,00,000 (Rupees Twelve Crore) held by
ICICI Bank. |
to
secure the said Term Loans and Debentures together with interests, charges,
expenses and all other monies payable by the Company in respect thereof in
terms of respective Letters of Sanction/ Loan Agreements/ Hypothecation
Agreements/ Loan Restructuring or Amendatory Agreements/ Facility Agreements/
Subscription Agreements/ Debenture Trust Deeds or any other agreement/
document or any amendment thereto entered/ to be entered into by the Company
with the aforesaid lenders/ trustees so that the mortgage and/ or charge may
be created by the Company in favour of the said lenders/ trustees in such
form and subject to such prior charges or with such pari passu ranking of
charges as may be decided by the Board in consultation with these lenders/
trustees. AND
FURTHER THAT the Board be and is hereby authorised to finalise and execute
with the said lenders/ trustees all such deeds and documents for creating the
aforesaid mortgage and/ or charge and to do all such acts, deeds and things
as may be deemed necessary for giving effect to the aforesaid
Resolution."
NOTES
: A. A member entitled to attend and vote
at the Meeting is entitled to appoint a Proxy to attend and vote in his
stead. A Proxy need not be a Member of the Company. Proxies, in order to be
effective, must be received by the Company not less than 48 hours before the
time for holding the Meeting. B. An Explanatory statement pursuant to
Section 173(2) of the Companies Act, 1956 is annexed hereto. |
Last updated
on 3rd April , 2004