| Essar Shipping Ports & Logistics Ltd has informed BSE that the application (for Composite Scheme of Arrangement under Sections 391-394 of the Companies Act, 1956 amongst Essar Shipping Ports & Logistics Limited, Essar Ports & Terminals Limited, Mauritius, Essar International Limited, Essar Shipping Limited and their respective shareholders and creditors) has been filed with the Hon'ble High Court of Gujarat at Ahmedabad and the Court has directed convening of the meetings of the equity shareholders, secured creditors and un-secured creditors on November 30, 2010.
Essar Shipping Ports & Logistics Ltd has informed BSE that, by an order made on October 21, 2010, the Hon'ble High Court of Gujarat at Ahmedabad has directed that a meeting of the equity shareholders, Secured Creditors & Unsecured Creditors of the Essar Shipping Ports & Logistics Limited (the 'Applicant Company'), will be held on November 30, 2010, for the purpose of considering, and if thought fit, approving, with or without modification, the Composite Scheme of Arrangement proposed to be made between the Applicant Company, Essar Ports & Terminals Limited, Essar International Limited and Essar Shipping Limited and their respective shareholders and creditors (the 'Scheme'').
(As Per BSE Announcement Dated on 08.10.2010)
Essar Shipping Ports & Logistics Ltd has informed BSE that the equity shareholders, secured creditors (including holders of non-convertible debentures) and unsecured creditors of the Company, at its court convened meeting held on November 30, 2010, have unanimously approved the Scheme of arrangement between Essar Shipping Ports & Logistics Limited, Essar Ports & Terminals Limited, Essar International Limited, Essar Shipping Limited, and their respective shareholders and creditors, under Sections 391 to 394 of the Companies Act, 1956.
Further the Company has informed that, on November 30, 2010, in addition, an extra ordinary general meeting of the equity shareholders of the Company was held where the equity shareholders passed a special resolution approving:
1. The reduction in the authorised, issued, subscribed and paid-up share capital of the Company from Rs. 615,81,38,451/- (includes Rs. 13,05,251/- on account of forfeited shares) to Rs. 410,58,60,721/- (includes Rs. 13,05,251/- on account of forfeited shares); and
2. The reduction in the Securities Premium Account and the Capital Redemption Reserve Account of the Company by up to Rs. 4242.85 crore and Rs. 10.50 crore respectively.
The Chairman appointed by the High Court for the said meetings has filed his report of the said meetings with the High Court of Gujarat.
(As Per BSE Announcement Website dated on 16.12.2010) |
| Essar Shipping Ltd (ESL) has announced a plan to explore opportunities for re-organisation / consolidating the business of ESL with certain other businesses of the Essar Group to become a one-of-a-kind integrated logistics company. As part of this re-organisation exercise, the Company is exploring the option of bringing the drilling & exploration business carried on by Essar Oilfields Services Ltd and several ports and terminal assets under itself. With interests in dry bulk ports and oil terminals, crude and dry bulk carriers, port to plant logistics, and oil field services, this re-organisation will enable ESL to provide end-to-end solutions to its customers.
The Board of ESL on January 22, 2008 passed a resolution constituting a "Re-organisation Committee" and authorising it to explore the best means to effectuate the re-organisation. The Re-organisation Committee was also authorised to appoint financial advisors, legal advisors as well as independent valuers for carrying out valuations to recommend swap ratios and acquisition values for any mergers or arrangements that may be considered by the Re-organisation Committee.
In addition, the Board has passed an omnibus resolution authorising various capital raising alternatives, and to facilitate this process has appointed a inance Committee". The Board is also exploring changing the name of the company.
Any re-organisation proposed by the committee(s) and any capital raised by ESL is subject to shareholder and regulatory approval. To give effect to the above, an Extraordinary General Meeting has been scheduled on February 23, 2008.
"The re-organisation/consolidation will aim to align all Essar Group's logistics infrastructure related companies under one roof. We believe this will allow us to provide end to end solutions to our customers and will provide ESL shareholders a larger, balanced platform for growth. It may also help ESL create value in the ports and terminals business in future and to facilitate organic and inorganic growth in this sector." said Mr. Shashi Ruia, Chairman, of the Company.
Essar Shipping Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on February 23, 2008, inter alia, to transact the following business:
1. To create, issue, offer and allot in one or more tranches, (including with provision for reservation on firm and/or competitive basis) by way of public or private offerings in domestic and/or International markets, through prospectus and/or offer letter, and/or offering memorandum, and/or other permissible/requisite offer document or letter; Equity Shares, Foreign Currency Convertible Bonds (FCCBs) and/or Global Depository Receipts (GDRs) and/or any other Depository Receipts (DRs), and/or Securities representing either Equity Shares or convertible Securities through Depository Receipts, and for Preference Shares and/or any other Securities convertible into Equity Shares at the option of the Company and/or holders of the Security and/or Securities linked to Equity Shares and/or Securities with or without detachable /non-detachable warrants (hereinafter referred to as the "Securities"), whether secured by way of creating charge on the assets of the Company or unsecured, or Securities to qualified institutional buyers including public financial, institutions, mutual funds, foreign institutional investors, multilateral and bilateral development financial institutions, venture capital funds, foreign venture capital investors, state industrial development corporations, insurance companies, pension funds and provident funds, Indian or foreign banks, institutions, companies, other corporate bodies, trusts, funds, hedge funds, Resident/Non-Resident Indians, foreign nationals, individuals and other eligible investors, persons or entities ("investors") as may be decided by the Board whether or not such investors are members of the Company upto an aggregate amount not exceeding US$ 1,000,000,000 (United States Dollars One Billion) or equivalent amount in Indian or any other currency as the case may be (inclusive of such premium as may be determined), and such offer, issue and allotment to be made, at such time or times, in Indian Rupees or any convertible foreign exchange or other currencies as may be permissible and/or required subject however, to the applicable guidelines, rules, regulations, notifications, circulars and other applicable statutory provisions, subject to necessary provisions & approvals.
2. To change the name of the Company from "Essar Shipping Ltd" to "Essar Ports & Logistics Ltd" or such other name as may be approved by the Registrar of Companies, Karnataka with effect from the date of issue of the Certificate of Change of Name by the Registrar of Companies, Karnataka in that behalf and accordingly the name of Essar Shipping Ltd wherever it occurs including in the Memorandum and Articles of Association of the Company be substituted by the new name of the Company.
3. For granting loans to, furnishing guarantees or providing security in connection with a loan to or acquiring the securities of, any body corporate upto a total aggregate amount of US$ 100,000,000 (United States Dollars One Hundred Million) or equivalent in Indian Rupees, including any loans or guarantees already given or security already created or securities already acquired by the Company, including the issue of the corporate guarantee of US$ 65,000,000 (United States Dollars Sixty Five Million) (the "Corporate Guarantee") issued by the Company in favour of ICICI Bank Ltd, Bahrain guaranteeing the repayment of principal, interest and all other amounts relating to the loan of US$ 60,000,000 (United States Dollars Sixty Million) (the "Loan") for a term of one year made available to Essar Shipping & Logistics Ltd.
(As per BSE Announcement Website dated on 06/02/2008)
Essar Shipping Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on February 23, 2008, have approved the following by way of Special Resolutions:
1. Issue, offer and allotment of equity shares, FCCBs, GDRs etc., upto an aggregate amount not exceeding US$ 1 billion in terms of the resolution at item No. 1 of the notice of the EGM.
2. Change of name of the Company to Essar Ports & Logistics Ltd.
3. Ratification / enhancement of the loans / guarantee limits upto US$ 100,000,000.
(As per BSE Announcement Website dated on 25/02/2008) |