Chiarmans Statements
EXPLANATORY STATEMENT ANNEXED TO THE NOTICE OF THE SIXTYSEVENTH ANNUAL GENERAL MEETING
OF THE COMPANY IN RESPECT OF ITEMS NO. 6 & 7 OF THE NOTICE DATED 20TH MAY 2013 &
12TH AUGUST 2013.
Item No.6:
Sri V.Manickam was a nominee Director appointed by Life Insurance Corporation of India,
during 31st October 2008 to 14th September 2012 on the Board of the Company. He was
co-opted as an additional Director on the Company's Board with effect from 14th February
2013. Under provisions of Article 103 of the Articles of Association of the Company read
with Section 260 of the Companies Act, 1956, Sri V.Manickam will hold the office up to the
date of sixtyseventh Annual General Meeting. Notice in writing under Section 257 of the
Companies Act, 1956 has been received along with necessary deposit from a member
signifying his intention to propose the appointment of Sri V.Manickam as a Director of the
Company, liable to retire by rotation, at the sixtyseventh Annual General Meeting. This
ordinary resolution is submitted to the members for approval.
Interest of Directors:
Sri V.Manickam is interested in the resolution as it concerns his appointment. No other
Director is directly or indirectly concerned or interested in this resolution.
Item No.7:
(i) The Company has availed financial assistance in the form of Rupee Term Loan of
Rs.200 Crores from ICICI Bank Limited for the purpose of repayment of existing debts. One
of the terms and conditions set out by ICICI Bank Limited in its sanction letter
No.CBG/2011/CMOG No.12/CBGCHN/ 34553 dated 27.07.2011 is that the financial assistance is
required to be secured by a first mortgage and charge on the fixed assets of the Company
both present and future.
(ii) The Company has availed financial assistance in the form of Rupee Term Loan of
Rs.200 Crores from Axis Bank Limited for the purpose of part financing thermal power
project at Company's Vishnupuram plant. One of the terms and conditions set out by Axis
Bank Limited in its sanction letter No.AXISB/ CO/RMG/KSH/2012-13/58 dated 24.09.2012 is
that the financial assistance is required to be secured by an exclusive mortgage / charge
on certain specified plant/assets of the Company as decided by the Board of Directors.
(iii) The Company has been sanctioned financial assistance in the form of Rupee Term
Loan of Rs.100 Crores by HDFC Bank Limited for the purpose of meeting / refinancing
capital expenditure. One of the terms and conditions set out by HDFC Bank Limited in its
sanction letter dated 27.06.2013 is that the financial assistance is required to be
secured by first pari passu mortgage / charge on immovable fixed assets of the Company's
Boat Club Road property in Chennai.
(iv) The Company has been sanctioned financial assistance in the form of Rupee Term
Loan of Rs.100 Crores by Karnataka Bank Limited for the purpose of meeting capital
expenditure. One of the terms and conditions set out by Karnataka Bank Limited in its
sanction letter no.BDR No.V-16 DT 31.07.2013 dated 06.08.2013 is that the financial
assistance is required to be secured by first pari passu mortgage / charge on immovable
fixed assets of the Company's Boat Club Road property in Chennai.
(v) The Company's bankers have revised their working capital facility to Rs.12959.50
millions as set out in the resolution. The aforesaid revised working capital facility is,
inter alia, required to be secured by second pari passu mortgage and charge on the
immovable and movable properties of the Company both present and future pertaining to
cement business in favour of various Bankers as set out in the resolution.
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 such public company in
general meeting, 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, of
the whole or substantially the whole of any such undertaking. Since the mortgaging by the
Company of its immovable and movable properties as aforesaid may be regarded as disposal
of the Company's properties/undertakings, it is necessary for the members to pass a
resolution under Section 293(1)(a) of the Companies Act, 1956, for creation of the said
mortgage / charge. Hence the resolution.
Inspection of Documents:
Copies of Credit Arrangement letter No. CBG/2011/CMOG No.12/CBGCHN/34553 dated
27.07.2011 and letter of amendment dated 07.09.2012 to master facility agreement dated
27.07.2011 from ICICI Bank Limited, sanction letter No. AXISB/CO/RMG/KSH/2012-13/58 dated
24.09.2012 from AXIS Bank Limited, sanction letter dated 27.06.2013 from HDFC Bank
Limited, sanction letter no.BDR No.V-16 DT 31.07.2013 dated 06.08.2013 from Karnataka Bank
Limited and Working Capital Consortium Agreement entered by the Company with Company's
Bankers, are available for inspection of the shareholders at the Registered Office /
Corporate Office of the Company between 11.00 A.M. and 1.00 P.M. on any working day prior
to the date of the meeting and will also be available for inspection at the meeting.
Interest of Directors:
No Director of the Company except Sri K.P.Nair representing IDBI Bank Limited is
directly or indirectly concerned or interested in this resolution.
|
(By order of the Board) |
|
for THE INDIA CEMENTS LIMITED |
| Place : Chennai |
G BALAKRISHNAN |
| Dates : 20th May, 2013 & 12th August, 2013 |
Senior President & Company Secretary |