|Extra Ordinary General Meeting (EGM) of the Company on April 30, 2007, to seek approval of the shareholders for increase in the Authorised Share Capital of the Company from Rs 325,00,00,000 dividend into 32,50,00,000 Equity Shares of Rs 10/- each to Rs 2000,00,00,000 divided into 200,00,00,000 Equity Shares of Rs 10/- each.
Further the Company has informed that, the Board of Directors of the Company in its same meeting also proposed to alter its Articles of Association to provide for provision for capitalisation of reserves so as to issue bonus shares to its shareholders.
Bharat Heavy Electricals Ltd (BHEL) has informed BSE that an Extra-Ordinary General Meeting (EGM) of the members of the Company will be held on April 30, 2007, inter alia, to transact the following:
i. Increase in the Authorised Share Capital of the Company from Rs 325,00,00,000 divided into 32,50,00,000 equity shares of Rs 10 each to Rs 2000,00,00,000 divided into 200,00,00,000 equity shares of Rs 10/- each and consequential amendments in the Memorandum and Articles of Association of the Company.
ii. Insertion of a new Article regarding capitalization of reserve, in the Articles of Association of the Company, after Article 86 as under:
86A (1) Subject to the provisions of the Act and regulations made thereunder or any other applicable law / guidelines, any General Meeting may resolve that any amounts standing to the credit of the Share Premium Account or the Capital Redemption Reserve Account or any moneys, investments or other assets forming part of the undivided profits (including profits or surplus monies arising from the realization and, where permitted by law, from the appreciation in value of any capital assets of the Company) standing to the credit of the General Reserve or Reserve Fund or any other Reserve or Fund of the Company or in the hands of the Company and available for dividend, be capitalized:-
(a) by issue and distribution as fully paid up shares, of the Company as Bonus Shares; or
(b) by crediting shares of the Company which may have been issued to and are not fully paid up with the whole or any part of the sum remaining unpaid thereon.
Provided that any amounts standing to the credit of the Share Premium Account or the Capital Redemption Reserve Account shall be applied only in crediting the payment of capital on shares of the Company to be issued to members (as therein provided) as fully paid Bonus Shares.
2. Such issue and distribution under sub-clause (1)(a) above and such payment to credit of unpaid capital under sub-clause (1)(b) above shall be made to, among and in favour of the members or any class of them or any of them entitled thereto and in accordance with their respective rights and interests and in proportion to the amount of capital paid up on the shares held by them respectively in respect of which such distribution under sub-clause (1)(a) or payment under subclause (1)(b) above, shall be made on the footing that such members become entitled thereto as capital.
3. The Directors shall give effect to any such resolution and apply such portion of the profits, General Reserve or Reserve Fund or any other fund or account as aforesaid as may be required for the purpose of making payment in full for the shares, debentures or debentures stock, bonds or other obligations of the Company so distributed under sub-clause (1)(a) above or (as the case may be) for the purpose of paying, in whole or in part, the amount remaining unpaid on the shares which may have been issued and are not fully paid up under sub-clause (1)(b) above; provided that no such distribution or payment shall be made unless recommended by the Directors and, if so recommended, such distribution and payment shall be accepted by such members as aforesaid in full satisfaction of their interest in the said capitalized sum.
4. For the purpose of giving effect to any such resolution, the Directors may settle any difficulty which may arise in regard to the distribution or payment as aforesaid, as they think expedient, in particular, they may issue fractional certificates and they may fix the value for distribution of any specific assets and may determine that cash payment be made to any members on the footing of the value so fixed and may vest any such cash, shares, debentures, debenture stock, bonds or other obligations in trustees upon such trusts for the persons entitled thereto as may seem expedient to the directors and generally may make such arrangements for the acceptance, allotment and sale of shares, debentures, debenture stock, bonds or other obligations and fractional certificates or otherwise as they may think fit.
5. Subject to the provisions of the Act and these Articles, in cases where some of the shares of the company are fully paid and others are partly paid, only such capitalization may be effected by the distribution of further shares in respect of the fully paid shares, and by crediting the partly paid shares with the whole or part of the unpaid liability thereon but, so that, as between the holders of fully paid shares, and the partly paid shares the sums so applied in the payment of such further shares and in the extinguishment or diminution of the liability on the partly paid shares shall be so applied pro-rata in proportion to the amount then already paid or credited as paid on the existing fully paid or partly paid shares respectively.
6. When deemed requisite, a proper contract shall be filed in accordance with the Act and the Board may appoint any person to sign such contract on behalf of the members entitled as aforesaid and such appointment shall be effective.
iii.(a) for capitalization of such sum standing to the credit of the General Reserves of the Company, as may be considered necessary for the purpose of issue of Bonus Shares of Rs 10/- each, credited as fully paid-up Equity Shares to the holders of the Equity Shares of the Company, whose names shall appear in the Register of Members or in the respective beneficiary account with their respective Depository Participants, on the 'Record Date' to be determined by the Board for the purpose, in the proportion of 1 Bonus Shares of Rs 10/- each for every 1 fully paid-up Equity Share of Rs 10/- each held by them and that the Bonus Shares so distributed shall, for all purposes, be treated as an increase in the nominal amount in the Capital of the Company held by each such member, and not as income.
(b) that the Bonus Shares so allotted shall rank pan passu in all respects including dividend with the existing equity shares of the Company.
(c) that the Bonus Shares so allotted shall always be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company.
(d) that no letter of allotment shall be issued in respect of the Bonus Shares but in the case of Members who hold Equity Shares (or opt to receive the Bonus Shares) in dematerialized form, the Bonus Shares shall be credited to the respective beneficiary accounts of the Members with their respective Depository Participants and in the case of Members who hold Equity Shares in certificate form, the share certificates in respect of the Bonus Shares shall be dispatched, within such time as prescribed by law and the relevant authorities.
(e) that no fractions, if any arising out of the issue and allotment of the Bonus Shares shall be allotted by the Company and the Company shall not issue any certificate or coupon in respect thereof but all such fractional entitlements, if any, shall be consolidated and the Bonus Shares, in lieu thereof, shall be allotted by the Board to nominee(s) to be appointed by the Board, who shall hold the same as trustee(s) for the members entitled thereto, and sell the said Shares so arising at the prevailing market rate and pay to the Company the net sale proceeds thereof, after adjusting there from the cost and expenses in respect of such sale, for distribution to Members in proportion to their fractional entitlements.
(f) that the issue and allotment of the Bonus Shares to Non-Resident Members, Foreign Institutional Investors (FII) and other Foreign investors and / or distribution of net sale proceeds in respect of fractions to which such Members may be entitled, be subject to the approval of the Reserve Bank of India, as may be necessary.
(g) that for the purpose of giving effect to this Resolution, the Board be and is hereby authorized to do all such acts/deeds, matters and things and give such directions as may be necessary or expedient and to settle any question, difficulty or doubt that may arise in this regard as the Board in its absolute discretion may deem necessary or desirable and its decision shall be final and binding.
(As per BSE Announcement website dated on 30/03/2007)
Bharat Heavy Electricals Ltd (BHEL) has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on April 30, 2007, inter alia, have passed the following resolutions pertaining to the special resolution as under:
1. Increase in the Authorised Share Capital of the Company from Rs 325 Crores to Rs 2,000 Crore divided into 200,00,00,000 Equity Shares of Rs 10/- each and consequent alteration of Capital Clause of Memorandum of Association of the Company.
2. Alteration of Articles of Association of the Company for increase in the Authorised Share Capital.
3. Insertion of a new Clause in the Articles of Association of the Company for Capitalization of Reserves.
4. Issue of Bonus Shares in the ratio of 1:1 (i.e. One additional share for every one Equity Share held by the Members on the Record Date).
(As per BSE Announcement website dated on 30/04/2007)