Rei Agro Regs Regulatory News (REA)

20 Dec 2007 10:25

REI Agro Limited20 December 2007 REI AGRO LIMITED 46C, Chowringhee Road, Kolkata-700 071 Notice NOTICE is hereby given that an Extraordinary General Meeting of the Equity Shareholders of REI AGRO LIMITED will be held at "Gyan Manch", 11, Pretoria Street, Kolkata-700 071 on Monday, the 24th day of December, 2007 at 10.00 A.M. to transact as Special Business the following:- SPECIAL BUSINESS To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: "RESOLVED THAT subject to theconfirmation of the High Court at Calcutta of the Scheme of Arrangement between REI Agro Limited and REI Six Ten Retail Limited and their respective shareholders, consent be and is hereby accorded pursuant to the provisions of Sections 78, 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956 and Clause 3 of the Articles of Association and all other enabling provisions of the Company's Articles of Association and the Memorandum of Association of the Company to reduction of the paid-up Equity Share capital of the Company by canceling a sum of Rs.4/-from each paid-upEquity Shares of Rs.10/- each and thereafter consolidating 5(five) Equity Sharesof Rs.6/- each into 3 (three) Equity Shares of Rs.10/- each fully paid-up in thecompany in the manner as set out in Clause 1.3 of Part-IV of the proposed Scheme of Arrangement. "RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things, as may be necessary, proper or expedient, to give effect to this Resolution including to appoint Advocates, file and verify the Petition, affirm Affidavits, appear in the High Court and do all acts, deeds, matters and things, connected with or incidental to giving effect to this Resolution. Registered Office: 46, Chowringhee Road, By order of the Board of Directors Kolkata-700 071 Place: Kolkata (Name) Date: 27th November, 2007. Company Secretary NOTES: 1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member.2. The instrument appointing a proxy must be deposited with the Company at its Registered Office not less than 48 hours before the time for holding the meeting.3. The Explanatory Statement as required under Section 173(2) of the Companies Act, 1956 is annexed hereto.4. All documents referred to in the accompanying Notice and the Explanatory Statement are open for inspection by the Members at the Registered Office of the Company on any working day prior to the date of the meeting between 10.30 a.m. and 2.30 p.m. EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 1. The Board of Directors of REI Agro Limited in their meeting dated 29th August 2007 have approved the Scheme of Arrangement proposed between REI Agro Limited and REI Six Ten Retail Limited and their respective shareholders. 2. The proposed Scheme envisages:- a) Demerger of the Retail Undertaking of REI Agro Limited to be transferred to and vested with REI Six Ten Retail Limited; and b) Reduction of paid-up Equity Share capital of REI Agro Limited by canceling a sum of Rs.4/- from each paid up Equity Shares of Rs.10/- each and thereafter consolidating 5(five) Equity Shares of Rs.6/- each into 3 (three) Equity Shares of Rs.10/- each fully paid up. 1. The detailed features of the Scheme, approved by the Board of Directors of the company have been appropriately described in the Explanatory Statement under Section 393 of the Companies Act, 1956 and the proposed Scheme of Arrangement which have been enclosed along with the notice convening the meeting of the Equity Shareholders pursuant to order passed by the Hon'ble High Court at Calcutta on 21st November, 2007 as modified by the order dated 23rd November, 2007. 2. The manner in which the Equity Share capital of the company shall be reduced has been described in the Scheme of Arrangement that has been enclosed along with the notice convening meeting of the Equity Shareholders of the company. 1. The reduction has been necessitated for the purpose of giving effect to the provisions of the Scheme enabling effective implementation of the Scheme that 2. would enable the Company to correctly reflect and balance the assets and liabilities after demerger of the retail undertaking from the Company and transfer and vesting of the said retail undertaking with REI Six Ten Retail Limited The reduction does not involve either diminution of any liability in respect of un-paid share capital or payment to any shareholder of any paid-up share capital. 3. The Directors of the company may be deemed to be interested to the extent of their shareholding, in the Scheme as disclosed in the Explanatory Statement enclosed along with the Notice under Section 393 of the Act. Save as aforesaid, none of the Directors of the Company, is any way, concerned or interested in the Special Resolution. 4. The proposed resolution is subject to the confirmation of the Hon'ble High Court at Calcutta and/or approval of such other appropriate authority as may be required to the laws in force. 5. The Board of Directors commend the Resolution for passing by the Members as a special resolution as required by the provisions of the Companies Act, 1956. Registered Office: 46, Chowringhee Road, By order of the Board of Directors Kolkata-700 071 Place: Kolkata Mandan Mishra Date : 27th November, 2007. Company Secretary REI AGRO LIMITED Registered office: 46c Chowringhee Road, Kolkata-700 0071 Please complete the Attendance Slip and hand it over at theentrance of the Meeting Hall, Joint Shareholders may obtainadditional Attendance Slip on request. Name & Address of the Shareholder(s) I hereby record my presence at the Extra Ordinary General Meeting of the Company held on 24th December 2007 Signature of the Shareholder/Representative/Proxy. Strike out which ever is not applicable ______________________ FROM OF PROXY REI AGRO LIMITED Registered office: 46c Chowringhee Road, Kolkata-700 0071 I/We _______________________________________ of Being a member/members of REI Agro Limited hereby appoint. ____________________________________________ of of failing him of ____________________________________of as my/our proxy to vote for me/us on my/our behalf at the Extra Ordinary General Meeting of the Company to be held on 24th December 2007. Affix a Signed this.._______________ day of __________2007 Rs. 1/-Revenue Stamp Note: The Proxy completed must be returned so as to reach so as to reach the Registered Office of the Company not less than 48 hours before the time for the aforesaid meeting. The Proxy need not be a member of the Company. END This information is provided by RNS The company news service from the London Stock ExchangeEND