| United Breweries Holdings Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on May 21, 2007, inter alia, to transact the following:
1. To re-appoint Mr. R N Pillai as Managing Director of the Company, without remuneration, for a period of three years with effect from March 18, 2007.
2. For investments of the Company's funds in Rupee equivalent of a sum initially of US$ 1,000 to be enhanced over a period to a limit not exceeding US$ 5,000,000, excluding Stamp Duty, in the issue of Equity Shares by a wholly owned Subsidiary to be incorporated in an overseas country or in the share capital of an existing overseas Company identified for the purpose, notwithstanding that the aggregate of the loans and investments so far made, the amount for which the Guarantee or Security so far provided to or in all other Bodies Corporate alongwith the investment, loan, guarantee or security proposed to be made or given by the Board, exceeds the limits prescribed under the said Section.
3. For investments of the Company's funds in Rupee equivalent of a sum initially of US$ 25,000 to be enhanced over a period to a limit not exceeding US$ 10,000,000, excluding Stamp Duty, in the issue of Equity Shares in an overseas Company to be incorporated as a wholly owned Subsidiary or in the share capital of an existing overseas Company to be identified for the purpose, notwithstanding that the aggregate of the loans and investments so tar made, the amount for which the Guarantee or Security so far provided to or in all other Bodies Corporate alongwith the investment, loan, guarantee or security proposed to be made or given by the Board, exceeds the limits prescribed under the said Section.
4. For investing the Company's funds for acquisition of the Rights Shares issued by UB Engineering Ltd as also the unsubscribed portion, if any, and the renounced shares, if any, upto a limit of Rs 40 crores, subject to compliance of regulatory provisions applicable, notwithstanding that the aggregate of the loans and investments so far made, the amount for which the Guarantee or Security so far provided to or in all other Bodies Corporate alongwith the Investment, loan, guarantee or security proposed to be made or given by the Board, exceeds the limits prescribed under the said Section 372A.
5. For investment of the Company's funds of a sum not exceeding Rs 4,000,000 excluding stamp duty, to acquire 4,626 Equity shares by subscription, purchase or otherwise of Maltex Malsters Ltd, notwithstanding that the aggregate of the loans and investments so far made, the amount for which the Guarantee or Security so far provided to or in all other Bodies Corporate alongwith the investment, loan, guarantee or security proposed to be made or given by the Board, exceeds the limits prescribed under the said Section.
6. To issue Guarantee in accordance with to provisions of said Section of the Companies Act favouring beneficiary as per details furnished hereunder and for the amount shown against such Resolution be and is hereby confirmed:
Date of Board Resolution: October 26, 2006
Guarantee Amount: Rs 40 crore
Guarantee given on behalf of: UB Engineering Ltd
Favouring: YES Bank Ltd
7. To regularise the loans availed of by Kingfisher Airlines Ltd., a subsidiary of the Company from Kingfisher Radio Ltd and UB Infrastructure Projects Ltd, Wholly Owned Subsidiaries of the Company, out of the loans availed of by such Wholly Owned Subsidiaries from the Company as per details given hereunder, notwithstanding that the aggregate of the loans and investments so far made, the amount for which the Guarantee or Security so far provided to or in all other Bodies Corporate alongwith the Investment, loan, guarantee or security proposed to be made or given by the Board, exceeds the limits prescribed under the said Section.
Loan made to Kingfisher Radio Ltd to UB Infrastructure Projects Ltd by the Company.
Date Amt in Cr
May 31, 2006 / Rs 45
Jun 05, 2006
Oct 03, 2006 Rs 2
Jan 24, 2007 Rs 45
Loan made to Kingfisher Airlines Ltd by Kingfisher Radio Ltd
Date Amt in Cr
Jun 05, 2006 Rs 45
Loan made to Kingfisher Airlines Ltd by UB Infrastructure Projects Ltd
Date Amt in Cr
Oct 03, 2006 Rs
Jan 24, 2007 Rs 45
8. The members of the Company will consider to approve, by way of Postal Ballot, the following resolutions;
(b) To issue Corporate Guarantee(s) / provide security(ies) for a sum not exceeding Rs 6,000 crores in favour of Lenders / Banks / Financial Institutions / Security Trustees ("Lending Bodies") for and on behalf of Kingfisher Airlines Ltd, as and when facilities are availed of, for acquisition of Aircraft or for general corporate purposes including capital expenditure, working capital, strategic investments, mergers, demergers, amalgamation, acquisition, re-construction, re-arrangement or any other re-organisations by Kingfisher Airlines Ltd whether or not it remains a subsidiary of the Company and for the purpose, Dr. Vijay Mallya, Chairman, Mr. S R Gupta, Executive Vice Chairman, The UB Group, Mr. A K Ravi Nedungadi, President & CFO, The UB Group, Mr. A Harish Bhat, Director, Mr. R N Pillai, Managing Director and Mr. P Subramani, Senior Vice President - Legal & Company Secretary, be and are hereby authorised severally, for end on behalf of the Company to give such Guarantee(s) / provide security(ies), in terms of the request / directions from such Lending Bodies from time to Lime and for the purpose to make necessary application to the Reserve Bank of India and other Statutory Authorities as may be necessary and to sign and execute deeds, agreements, undertakings, power of attorney authorisation, acknowledgement of debt and other documents and to do such other acts, deeds and things as may be required in this regard and wherever necessary by pledge of shares held by the Company as investments and mortgage and charge over immovable and movable properties of the Company as required by the Lending Bodies.
(b) For lending the Company's funds by way of Loan to Kingfisher Airlines Ltd, not being a wholly owned subsidiary of the Company, for an amount not exceeding Rs 1000 Crores, notwithstanding that the aggregate of the loans and investments so far made, the amount for which the Guarantee or Security so far provided to or in all other Bodies Corporate alongwith the investment, loan, guarantee or security proposed to be made or given by the Board, exceeds the limits prescribed under the said Section.
9. For lending the Company's funds by way of Loan to UB Engineering Ltd, for an amount not exceeding Rs 40 Crores, notwithstanding that the aggregate of the loans and investments so far made, the amount for which the Guarantee or Security so far provided to or in all other Bodies Corporate alongwith the investment, loan, guarantee or security proposed to be made or given by the Board, exceeds the limits prescribed under the said Section.
10. For investment of the Company's funds of a sum not exceeding the Rupee equivalent of US$ 125 minion converted at the exchange rate as applicable at the time of Investment, by way of Subscription, Purchase or otherwise, in the equity capital of Kingfisher Airlines Ltd, excluding stamp duty, notwithstanding that the aggregate of the loans and investments so far made, the amount for which the Guarantee or Security so far provided to or in all other Bodies Corporate along with the investment, loan guarantee or security proposed to be made or given by the Board, exceeds the limits prescribed under the said Section.
United Breweries Holdings Ltd has informed BSE that the members at the Extra-Ordinary General Meeting (EGM) of the Company held on May 21, 2007, have re-appointed Mr. R N Pillai as Managing Director of the Company for a period of Three years with effect from March 18, 2007 without remuneration.
(As Per BSE Announcement Website Dated on 23/05/2007) |
| United Breweries Holdings Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on July 13, 2006, inter alia, to transact the following business: 1. To issue Bonus shares in the proportion of one new share for every one share held. 2. To borrow from Bank(s) and / or any Public Financial Institution(s) as defined
under section 4A of the Companies Act 1956 and / or any Foreign Financial Institution(s) and / or any other entity / entities or authority / authorities and / or through suppliers credit, securities, instruments such as Floating Rate Notes, Fixed Rate Bond, Syndicated Loan, and / or through credit from official agencies and / or by way of Commercial borrowings from the Private Sector window of Multilateral Finance Institutions, either in Rupees or in such other Foreign Currency as may be permitted by Law from time to time, as may be deemed appropriate by the Board for an aggregate amount not exceeding Rs 15000 million or equivalent thereof in Foreign Exchange (inclusive of such premium as may be fixed on the Securities) as may be required in future for the Company's activities and / or for general corporate purposes including capital Expenditure, Working Capital requirements, strategic investment, mergers, demergers, amalgamation, acquisitions, re-constructions or
rearrangements or any other re-organisations as the Board may deem fit for the purpose of the business of the Company, notwithstanding that monies so borrowed together with the monies already borrowed by the Company, if any, (apart from temporary loans obtained from the Company?s Bankers in the ordinary course of business) may exceed the aggregate for the time being of the Paid-up Capital of the Company and its Free Reserves, that is to say, Reserves not set apart for any specified purpose, but so that the total amount of the monies to be so borrowed together with the monies already borrowed (apart from
temporary loans obtained from the Company?s bankers in the ordinary course of business) shall not exceed Rs 15000 million at any one time. 3. To issue Guarantees in accordance with the provisions of said Section of the Companies Act favoring beneficiaries as per details furnished hereunder and for the amounts Shown against each such Resolution be and are hereby Confirmed: Date of Board Resolution: April 28, 2006 Guarantee Amount: Rs 2750 million Guarantee given on behalf of: Mc Dowell & Company Ltd Favouring: Punjab National Bank Date of Board Resolution: April 28, 2006 Guarantee Amount: Rs 4020 million Guarantee given on behalf of: Kingfisher Airlines Ltd Favouring: DVB Group Merchant Bank [Asia] Ltd ["DMBA"] Singapore / DVB Bank AG, London and their affiliates Date of Board Resolution: April 28, 2006 Guarantee Amount: Rs 400 million Guarantee given on behalf of: Kingfisher Airlines Ltd Favouring: Oriental Bank of Commerce Date of Board Resolution: April 28, 2006 Guarantee Amount: Rs 200 million Guarantee given on behalf of: Kingfisher Airlines Ltd Favouring: Union Bank
of India Date of Board Resolution: April 28, 2006 Guarantee Amount: Rs 500 million Guarantee given on behalf of: Kingfisher Airlines Ltd Favouring: Corporation Bank 4. For investing the Company?s funds in the Equity Share Capital of Kingfisher
Airlines Ltd for an amount not exceeding Rs 2500 million, notwithstanding that such investment together with the Company's existing investments in other Bodies Corporate and loans to or Guarantees / Securities provided on behalf of other Bodies Corporate be in excess of 60% of the paid up capital and free reserves or 100% of its free reserves, whichever is more. 5. To issue Corporate Guarantee / provide security for a sum not exceeding Rs 50000 million in favour of Lenders / Banks / Financial institutions / Securities trustees (Lending Bodies) for and on behalf of Kingfisher Airlines Ltd, as and when facilities are availed of, for acquisition of Aircraft or for general corporate purposes including capital expenditure, working capital, strategic investments, mergers,demergers, amalgamation, acquisition, re-construction, re-arrangement or any other re-organisations by Kingfisher Airlines Ltd whether or not it remains a subsidiary or associate and for the purpose,
Dr Vijay Mallya Chairman, Mr S. R.Gupte, Executive Vice Chairman, The UB Group, Mr A K Ravi Nedungadi, President & CFO, The UB Group, Mr. A. Harish Bhat, Director; Mr. R. N. Pillai; Managing Director and Mr. P Subramani, Senior Vice President - Legal & Company Secretary, be and are hereby authorised severally, for and on behalf of the Company to give such Guarantee(s) / provide security(ies), in terms, of the request / directions, from such Lending Bodies from time to time and for the purpose to make necessary application to the Reserve Bank of India and other Statutory Authorities as may be necessary and to
sign and execute deeds, agreements, undertakings, power of attorney, authorisation, acknowledgement of debt and other documents and to do such other acts, deeds and things as may be required in this regard and wherever necessary by pledge of shares held by the Company as investments and mortgage and charge over immovable and movable properties of the company as required by the Lending Bodies. Further the Company has informed that the members will consider Item No. 5 mentioned above by way of Postal Ballot.
EGM 13/07/2006
Board inter alia, to transact the following business:
1. To issue Bonus shares in the proportion of one new share for every one share held.
2. To borrow from Bank(s) and / or any Public Financial Institution(s) as defined under
section 4A of the Companies Act 1956 and / or any Foreign Financial Institution(s) and / or
any other entity / entities or authority / authorities and / or through suppliers credit,
securities, instruments such as Floating Rate Notes, Fixed Rate Bond, Syndicated Loan, and /
or through credit from official agencies and / or by way of Commercial borrowings from the
Private Sector window of Multilateral Finance Institutions, either in Rupees or in such other
Foreign Currency as may be permitted by Law from time to time, as may be deemed appropriate by the Board for an aggregate amount not exceeding Rs 15000 million or equivalent thereof in Foreign Exchange (inclusive of such premium as may be fixed on the Securities) as may be required in future for the Company's activities and / or for general corporate purposes including capital Expenditure, Working Capital requirements, strategic investment, mergers, demergers, amalgamation, acquisitions, re-constructions or
rearrangements or any other re-organisations as the Board may deem fit for the purpose of the business of the Company, notwithstanding that monies so borrowed together with the monies already borrowed by the Company, if any, (apart from temporary loans obtained from the Companys Bankers in the ordinary course of business) may exceed the aggregate for the time being of the Paid-up Capital of the Company and its Free Reserves, that is to say, Reserves not set apart for any specified purpose, but so that the total amount of the monies to be so borrowed together with the monies already borrowed (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) shall not exceed Rs 15000 million at any one time.
3. To issue Guarantees in accordance with the provisions of said Section of the Companies
Act favoring beneficiaries as per details furnished hereunder and for the amounts Shown
against each such Resolution be and are hereby Confirmed: Date of Board Resolution: April 28, 2006 Guarantee Amount: Rs 2750 million Guarantee given on behalf of: Mc Dowell & Company Ltd Favouring: Punjab National Bank Date of Board Resolution: April 28, 2006 Guarantee Amount: Rs 4020 million Guarantee given on behalf of: Kingfisher Airlines Ltd Favouring: DVB Group Merchant Bank [Asia] Ltd ["DMBA"] Singapore / DVB Bank AG, London and their affiliates Date of Board Resolution: April 28, 2006 Guarantee Amount: Rs 400 million Guarantee given on behalf of: Kingfisher Airlines Ltd Favouring: Oriental Bank of Commerce Date of Board Resolution: April 28, 2006
Guarantee Amount: Rs 200 million Guarantee given on behalf of: Kingfisher Airlines Ltd Favouring: Union Bank of India Date of Board Resolution: April 28, 2006 Guarantee Amount: Rs 500 million Guarantee given on behalf of: Kingfisher Airlines Ltd Favouring: Corporation Bank
4. For investing the Companys funds in the Equity Share Capital of Kingfisher Airlines Ltd for an amount not exceeding Rs 2500 million, notwithstanding that such investment together
with the Companys existing investments in other Bodies Corporate and loans to or Guarantees / Securities provided on behalf of other Bodies Corporate be in excess of 60% of the paid up capital and free reserves or 100% of its free reserves, whichever is more.
5. To issue Corporate Guarantee / provide security for a sum not exceeding Rs 50000 million in favour of Lenders / Banks / Financial institutions / Securities trustees (Lending Bodies) for and on behalf of Kingfisher Airlines Ltd, as and when facilities are availed of, for acquisition of Aircraft or for general corporate purposes including capital expenditure, working capital, strategic investments, mergers, demergers, amalgamation, acquisition, re-construction, re-arrangement or any other re-organisations by Kingfisher Airlines Ltd whether or not it remains a subsidiary or associate and for the purpose, Dr Vijay Mallya Chairman, Mr S. R.Gupte, Executive Vice Chairman, The UB Group, Mr A K Ravi Nedungadi, President & CFO, The UB Group, Mr. A. Harish Bhat, Director; Mr. R. N. Pillai; Managing
Director and Mr. P Subramani, Senior Vice President - Legal & Company Secretary, be and are
hereby authorised severally, for and on behalf of the Company to give such Guarantee(s) / provide security(ies), in terms, of the request / directions, from such Lending Bodies from time to time and for the purpose to make necessary application to the Reserve Bank of India and other Statutory Authorities as may be necessary and to sign and execute deeds, agreements, undertakings, power of attorney, authorisation, acknowledgement of debt and other documents and to do such other acts, deeds and things as may be required in this
regard and wherever necessary by pledge of shares held by the Company as investments and mortgage and charge over immovable and movable properties of the company as required by the Lending Bodies.
Further the Company has informed that the members will consider Item No. 5 mentioned above by way of Postal Ballot.
(As Per BSE Bulletin Dated on 04/07/2006) |