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8.To consider and if thought fit, to pass the following
resolution, with or without modifications as a
Special Resolution :
"RESOLVED THAT in super-session of all the resolutions
passed by the Company, approval of the Company
be and is hereby accorded to the Company pursuant
to Section 293(1) (d), and subject to the Articles
of Association of the Company, to borrow from
time to time any sum or sums of money which, together
with the money already borrowed by the Company
(apart from temporary loans obtained or to be
obtained from the Company's lenders in the ordinary
course of business) may exceed the aggregate of
the paid-up capital of the Company and its free
reserves, that is to say, reserves not set aside
for any specific purpose, provided that the total
amount so borrowed by the Board and outstanding
at any time shall not exceed Rs.500 Crores.
9. To consider
and if thought fit, to pass the following resolution,
with or without modifications as a Special Resolution
:
"RESOLVED THAT the consent of the Company be and
is hereby accorded pursuant to Section 293(1)(a)
and other applicable provisions of the Companies
Act, 1956 to the creation by the Board of Directors
on behalf of the Company of such fixed or floating
charge, lien, mortgage, pledge, or other encumbrance
over the whole or any part of the undertaking,
property, or assets of the Company in favour of
the existing and future lenders, including banks,
financial institution and other person /bodies
corporate on all or any of the immovable and/or
movable properties of the Company both present
and future of every nature and kind whatsoever
to secure the current and future borrowings upto
an aggregate amount of Rs.500 Crores (excluding
overdraft / cash credit and similar facilities
from bankers) of the Company."
"RESOLVED FURTHER THAT subject to the Articles
of Article of Association of the Company, the
Board of Directors of the Company be and is hereby
authorized to execute such documents or writings
for creating mortgage and /or charge as aforesaid
and to do all such acts, deeds, matters and things
as may be deemed to be necessary or expedient
for giving effect to the resolution".
10. To consider,
and if thought fit, to pass the following Resolution
with or without modifications as a Special Resolution
"RESOLVED THAT the approval of the Company be and
is hereby accorded to the Company pursuant to
the relevant provisions of the Companies Act,
1956 and subject to the Articles of Association
of the Company, to issue Non Convertible Debentures
(NCD) upto Rs.100 Crores from time to time."
"RESOLVED THAT the Board be and is hereby authorized
to finalize the mode and the terms of issue as
may be issued and allotted referred to in the
paragraph(s) above as may be necessary in accordance
with the terms of offering and all such debentures
with such rights to interest as may be provided
under the terms of issue."
11. To consider,
and if thought fit, to pass with or without modifications,
the following resolution as a SPECIAL RESOLUTION.
"RESOLVED THAT in accordance with the provisions
of Section 372A and other applicable provisions,
if any, of the Companies Act, 1956, or of any
other law for the time being in force, and subject
to the approval of the Central Government, wherever
necessary, the Board of Directors of the Company
be and is hereby authorized to make any loan to
any body corporate; give any guarantee, or provide
security, in connection with a loan made by any
other person to, or to any other person by, any
body corporate; and acquire, by way of subscription,
purchase or otherwise the securities of any other
body corporate; in excess of the limits prescribed
under Section 372 A, as they may, in their absolute
discretion deem beneficial and in the interest
of the Company upto an aggregate amount of Rs.300
Crores". |