At the 4th Annual General Meeting (AGM) of the Company held on September 26, 2007 inter alia, the members have accorded to the following:
1. Adoption of the Audited Balance Sheet of the Company as at March 31, 2007, and the Profit & Loss Account for the year ended on that date and the Report of Board of Directors and the Auditors thereon.
2. Re-appointment of Mr. Arye Berest & Mr. R V Dalvi, as Directors of the Company.
3. Re-appointment of Messrs. Salve And Company, Chartered Accountants, as Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company, on remuneration, terms & conditions.
4. Appointment of Mr. M D Saraf as Director of the Company, liable to retire by rotation.
5. Appointment of Mr. M D Saraf as Managing Director of the Company for a period of 5 years with effect from August 11, 2007, on remuneration, terms & conditions.
6. Revision in remuneration of the Mr. R V Dalvi, Director (Technical) with effect from August 01, 2007, on terms & conditions.
Further the Company has informed that, the below mentioned resolutions have passed by way of postal ballot:
7. Authority to the Board any for mortgaging and / or charging subject to such consents, if any, as may be necessary from the existing mortgages and charge holders, on such terms and conditions and at such time or times and in such form and manner and with such ranking as to priority as the Board may in its absolute discretion think fit, the whole or substantially the whole of the Company any one or more undertaking(s) or of all the undertakings, including the present and / or future properties, wheresoever situate, whether movable or immovable, belonging or to belong to the Company, comprised in any undertaking or undertakings of the Company, as the case may be, to or in favour of all or any of the Financial Institution (s) or Bank (a) for securing any Loans or Financial Assistance Capital Facilities granted or to be granted by or any obligation incurred or to be incurred towards such Financial Institution(s) or Bank(s) subject to the limit of Rs 300 Crores as per the resolution passed by the Company under Section 293(i)(d) of the Companies Act, 1956 at its Annual General Meeting held on October 23, 2004 together with interest thereon at the respective agreed rat compound interest, additional interest, liquidated damages, commitment charges, premia on prepayment, costs, charges, expenses including any increase as a result of devaluation / revaluation / fluctuation in the rates of exchange and any moneys payable to them in connection therewith under their respective heads of agreement(s)/loan agreement(s)/letter(s) of sanction / memorandum of terms and conditions or any other document entered into / to be entered into by the Company in respect of the loans etc. granted / to be granted to the Company and as may be agreed to by the Board and in particular in favour of all or any of:
1. Bank of India (BOI) 2. Central Bank of India (CBI) 3. State Bank of India (SBI) 4. State Bank of Bikaner & Jaipur (SBBJ) 5. Syndicate Bank (SB)
to secure Working Capital / facilities (including Term Loans) of Rs 8635 lacs from Consortium Banks as under:
1. Bank of India : Rs 3167 lacs 2. Central Bank of India : Rs 3302 lacs 3. State Bank of India : Rs 1100 lacs 4. State Bank of Bikaner & Jaipur : Rs 253 lacs 5. Syndicate Bank : Re 813 Lacs
and also such further additions to the aforesaid limits as may be made / granted by the said Bank (s) from time to time subject to the condition that the aggregate amount of Working Capital / Facilities including term loans to be secured in respect of borrowings from all the aforesaid Banks shall not exceed Rs 10000 lacs with liberty and authority to the Directors to accept the change in the limits of individual Bank consequent to such further additions’ to above limits within the aforesaid overall maximum limit of Rs 10,000 lacs, together with interest at the respective agreed rates, compound interest and additional interest, wherever applicable, liquidated damages, costs, charges, expenses and all other moneys payable by the Company to 801, CBI, SBI, SBBJ and SB respectively under their respective loan agreement(s) / letter(s) of sanction or any other document / agreement entered into / to be entered into by the Company in respect of the said Working Capital / Facilities including term loans as may be agreed to by the Board of Directors, subject to necessary provisions & approvals.
8. Alternation in the Objects Clause Ill C of the Memorandum of Association of the Company by inserting after the existing sub-clause 37 the following new sub-clauses:
37(A). To purchase, acquire, take on lease, sell, deal in, exchange, develop land (agricultural, non-agricultural and forest), buildings and other immovable properties including Real Estates, Tea, Coffee and Rubber Plantations and Plantations of any other kind and any accretion thereto in the form of area or in any other form, whatsoever.
37(B). To carry on, promote, and / or engage in the business of Builders, Developers, Masonry and General Maintenance, Construction, Contractors and haulers and Real Estate and to Construct, Build, Purchase, Sell, Execute, Develop, Maintain, Operate, Run, Obtain, Grant Lease, Sub-lease, License, Let out and / or Sell Departmental Stores, Offices, Residential Apartments and Complexes, Bungalows, Townships, Godowns, Housing Complexes of all types, Multi Storeyed Buildings / Flats, Warehouses, Pent Houses, Rest Houses, Resorts, Entertainment Complex, Commercial and Industrial Complexes, Malls, Restaurants, Studios, Stores, Shopping Centers / Complexes, Satellite Townships, Industrial / IT Parks, entertainment and Techno Parks, Hospitals, Seminar Halls, Meditation Centers, Marketing Arcades, Farm Houses, Theatres, Cinema Halls, Radio / TV Towers / Stations, Residential and Non-residential Schools, Colleges and Technical Institutes, Universities, Playgrounds & Gardens, Health Clubs, Water Sports. Bowling Alleys, Recreation Centers / Clubs, Special Economic Zones, Airports, Docks, Harbours, Ports, Wharves, Water Courses, Reservoirs, Embankments, Irrigation Projects, Reclamations, Sewage, Drainage and other Sanitary Works, Gas / Oil / Water pipeline Works, Houses, Buildings and Erections of every kind and to promote, establish, acquire, purchase, sale, construct, develop new Townships of any kind.
37(C). To promote, construct, build, acquire, develop, provide, supply, take give on lease / licence, maintain various infrastructure facilities and to undertake development of infrastructure projects in all areas of infrastructure including basic infrastructure such as Power including Hydel, Thermal, Nuclear, Solar and Wind Power / Energy, Roads, Bridges, Flyovers, Sub-ways, Tunnels, Airways, Railways, Highways, Water, Water management system, sewerages, residual and industrial infrastructure, Villages, Semi-urban and urban infrastructure and entertainment as well as tourism infrastructure.
37(D). To carry on in India or elsewhere the business to generate, receive, produce, improve, buy, sell, resell, acquire, use, transmit, accumulate, employ, distribute, develop, handle, protect, supply and to act as agent, broker, representative, consultant, collaborator, or otherwise to deal in electric power in all its branches including Thermal, Hydel, Atomic, Solar and Wind Power at such place or places as may be permitted by appropriate authorities by establishment of thermal power plants, hydel power plants, atomic power plants, wind power plants, solar power plants and other power plants based on any source of energy as may be developed or invented in future.
37(E). To construct, laydown, establish, promote, erect, build, install, commission, carry out and run all necessary power sub-stations, work shops, repair shops, wires, cables, transmission lines, accumulators, streetlights for the purpose of conservation, transmission, distribution, and supply of electricity to participating industries, State Electricity Boards and other Boards for industrial, commercial, domestic, public and other purposes and also to provide regular services for repairing and maintenance of all distribution and supply lines.
37(F). To carry on in India or elsewhere the business of trading in power, whether by way of buying, selling, reselling, acquiring, transmitting, accumulating, employing, distributing power supply or otherwise, and to act as agent, broker, representative, consultant, collaborator or otherwise to deal in power in all its branches at such place or places as may be permitted by appropriate authorities.
9. Authority to Board
i. To give guarantee and / or to continue the guarantee already given to the following consortium banks for Term Loans and other fund based and non-fund based Working Capital / Facilities availed / to be availed from them by Ferro Alloys Corporation Ltd (FACOR) and Facor Alloys Ltd (FAL) as per details in respect of the said facilities given below:
(Rs./lacs)
Amount of Fund based and Non-fund based Working Capital / Facilities availed / to be availed from Consortium Banks
i. Bank of India FACOR - 3274 Lacs FAL - 1738 Lacs
ii. Central Bank of India FACOR - 3676 Lacs FAL - 2149 Lacs
iii. State Bank of India FACOR - 1291 Lacs FAL - 611 Lacs
iv. Syndicate Bank FACOR - 276 Lacs FAL - 541 Lacs
v. State Bank of Bikaner & Jaipur FACOR - 900 Lacs FACL - 129 Lacs
subject to a maximum limit of Rs 150 crores in respect of FACOR and Rs 100 crores in respect of FAL for all the above Banks taken together with liberty and authority to Board of Directors to provide guarantee for such further limits as and when granted by individual Bank over and above their respective aforesaid limits within the overall limit of Rs 150 crores and Rs 100 crores in respect of FACOR and FAL respectively.
ii. To give loan to the following bodies corporate at a rate of interest not lower than the prevailing bank rate being the standard rate made public or such other rate as may be fixed from time to time by the Reserve Bank of India up to a sum of Rs 50.00 crores, as per following details:
A. Ferro Alloys Corp Ltd : Amount of loan given / to be given not to exceed Rs 25.00 crores
B. Facor Alloys Ltd : Amount of loan given / to be given not to exceed Rs 25.00 crores
and such guarantees and loans as mentioned in (A) and (B) above will be over and above the limits, if any, available to the Board of Directors of the Company.
