Vinay Cements seeks EGM approval for acquiring RCL Cements Ltd

Vinay Cements Ltd has announced that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on March 02, 2007, inter alia, to transact the following business:

1. (a) To invest a sum equal to Rs 31.15 Crores to acquire in aggregate 36,32,600 equity shares @ Rs 85.75/- per share constituting 99.98% equity shareholding of RCL Cements Ltd (RCL), a Company incorporated under the provisions of the Companies Act 1956, in accordance with the necessary statutory approvals to be obtained in this regard and on such terms and conditions as the Board may in its absolute discretion deem fit and proper notwithstanding the fact that such investment together with the aggregate sum of all other investments made, loans given and guarantee provided by the Company exceeds the maximum limit prescribed under section 372A of the Companies Act 1956.

(b) In discharge of the consideration for acquisition of the aforesaid equity shareholding, to issue and allot 88,99,870 equity shares of Rs 10/- each at a price of Rs 35/- per share (inclusive of premium of Rs 25/- per share) in compliance with the SEBI (DIP) Guidelines 2000, on preferential allotment and subsequent amendments thereto to the shareholders of M/s. RCL Cements Ltd from whom the Company will acquire 99.98% of shareholding of RCL, in terms of all necessary statutory approvals under applicable guidelines / regulations at the time of issue and allotment of such shares and on such terms and conditions as the Board may in its absolute discretion consider fit and properties.

2. To make investment in the equity shares of other bodies corporate not exceeding Rs 300 crores, and that such investment with all other investments already made by the Company will exceed the limit prescribed under the Act.

Source : Equity Bulls

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