National Aluminium Company Limited (A Government of India Enterprise) Regd. Office : NALCO Bhawan, Plot No. P/1, Nayapalli, Bhubaneswar 751 061 (Orissa) NOTICE Notice is hereby given that an Extra-ordinary General Meeting of the Company will be held on Saturday, the 5 th March, 2011, 2011 at 10.00 A.M. at NALCO Bhawan, Plot No. P/1, Nayapalli, Bhubaneswar - 751 061 to transact the following special business : 1. INCREASE OF AUTHORISED SHARE CAPITAL. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution with or without modification(s). RESOLVED THAT pursuant to the provisions of Section 94 and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) and in accordance with the provisions of the Articles of Association of the Company, the Authorised Share capital of the Company be and is hereby increased from ` 1300 crores to ` 3000 crores. 2. SUB-DIVISION/SPLIT IN FACE VALUE OF EQUITY SHARES OF THE COMPANY a) Sub-division of Shares of the Company from the face value of ` 10 (Rupees Ten) each into two Equity Shares of ` 5 (Rupees Five) each. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution with or without modification(s): "RESOLVED THAT pursuant to the provisions of Section 94 and all other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) and in accordance with the provisions of Article 30 of the Articles of Association of the Company and subject to the consent of the President of India and subject to the approvals, consents, permissions and sanctions, if any, required from any authority and subject to such conditions as may be agreed to by the Board of Directors of the Company (hereinafter referred to as "the Board", which term shall also include any committee thereof), consent of the Members be and is hereby accorded for sub-dividing the Equity Shares of 1
the Company, including the paid-up equity shares, such that the Equity Shares of the Company of the face value of ` 10 (Rupees ten) each be subdivided into two Equity Shares of the face value of ` 5 (Rupees five) each and consequently, the Authorized Share Capital of the Company of ` 3000,00,00,000 (Rupees three thousand crores) would comprise of 600,00,00,000 (Six hundred crores) Equity Shares of ` 5 each with effect from the "Record Date" to be determined by the Board for this purpose. FURTHER RESOLVED THAT pursuant to the sub-division of the Equity Shares of the Company, the paid up Equity Shares of the Company of the face value of ` 10 (Rupees ten) each, as existing on the Record Date shall stand sub-divided into two Equity Shares of the face value of ` 5 (Rupees five) each fully paid up, with effect from the Record Date to be fixed. FURTHER RESOLVED THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things and give such directions as may be necessary, in the best interest of the Company, for giving effect to the aforesaid resolution, including but not limited to signing and execution of necessary forms, papers, writings, agreements and documents including giving customary representations and warranties together with such indemnities as may be deemed necessary and expedient in its discretion. FURTHER RESOLVED THAT two equity shares of ` 5 each on sub-division to be allotted in lieu of the existing one equity share of ` 10 each shall be subject to the terms and conditions contained in the Memorandum of Association and Articles of Association of the Company and shall rank pari passu in all respects with the existing fully paid equity shares of ` 10 each of the Company and shall be entitled to participate in full in any dividend(s) declared after the sub-division of shares. FURTHER RESOLVED THAT no letter of sub-division shall be issued but the share certificates for the sub-divided new equity shares of ` 5 each be delivered to the shareholders who hold the existing shares in physical form without calling for surrender of the share certificates held by them and the respective beneficiary accounts be credited with the sub-divided new equity shares of ` 5 each for such shareholders who hold the existing shares in dematerialized form. FURTHER RESOLVED THAT the issue of the new equity shares of ` 5 each on sub-division to the extent that they relate to non-resident members of the Company, shall be subject to the approval, if any, of the Reserve Bank of India under the Foreign Exchange Management Act, 1999 as may be deemed necessary. 2
FURTHER RESOLVED THAT for the purpose of giving effect to the aforesaid resolutions, the Board / Committee of the Board be and is hereby authorised to do all such acts, deeds, matters and things whatsoever including settling any question, doubts or difficulties that may arise with regard to or in relation to the issue of new equity shares of ` 5 each on subdivision and to accept on behalf of the Company, any conditions, modifications, alternations, changes, variations in this regard as prescribed by the statutory authority(ies) and which the Board / Committee of the Board in its discretion thinks fit and proper. b) Amendment to Memorandum of Association of the Company. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution with or without modification(s): "RESOLVED THAT existing Clause V of the Memorandum of Association of the Company be and is hereby substituted by the following:- V. The Authorised Share Capital of the Company is ` 3,000 crores divided into 6,00,00,00,000 (six hundred crores) equity shares of ` 5 each." c) Amendment to Articles of Association of the Company. To consider and if thought fit, to pass the following resolution as a Special Resolution with or without modification(s): "RESOLVED THAT pursuant to the provisions of Section 31 and other applicable provisions, if any, of the Companies Act, 1956, (including any statutory modification or re-enactment thereof for the time being in force) and subject to the approval of the President of India, if required, existing Article 5 of the Articles of Association of the Company be and is hereby amended as follows:- 5. The Share Capital of the Company is ` 3000,00,00,000 (Rupees three thousand crores) divided into 6,00,00,00,000 (six hundred crores) equity shares of ` 5 each provided that the Company may alter the conditions of its Memorandum so as to increase its share capital by such amount as it thinks expedient by issuing new shares in the manner prescribed in the Act." 3. ISSUE OF BONUS SHARES (a) Amendment to Articles of Association of the Company. To consider and if thought fit, to pass the following resolution as a Special Resolution with or without modification(s): "RESOLVED THAT a new Article 86A be and is hereby inserted in the Articles of Association after Article 86, as detailed below: 3
Article 86A: Capitalisation of profits i) The Company in General Meeting may, upon the recommendation of the Board, resolve: a) that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the company s reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and b) that such sum be accordingly set free for distribution in the manner specified in Clause (ii) below amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions. ii) iii) (b) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in Clause (iii), towards paying up in full, unissued shares of the Company to be allotted and distributed/ credited as fully paid up, to and amongst such members in the proportions aforesaid. The Board shall give effect to the resolution passed by the Company in pursuance of these Articles. Issue of Bonus shares. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution with or without modification(s): RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) and the provisions contained in the Articles of Association of the Company and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and such other necessary approvals, permissions and sanctions, as may be required, and subject to such terms and conditions and modifications as may be specified while according such approvals, the consent of the members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as "the Board", which term shall also include any Committee thereof) for capitalizing a sum not exceeding ` 644,30,96,280 (Rupees six hundred forty four crores thirty lakhs ninety six thousand two hundred eighty only) representing a part of the undistributed profits standing to the credit of General Reserve of ` 9,751.27 crores as per the audited accounts for the financial year ended 31.03.2010 and the said amount be transferred to the Share Capital Account and be applied for issue and allotment of 128,86,19,256 Equity Shares of ` 5 (Rupees five) each to and amongst the members of the Company whose names shall appear on its Register of Members on such date as may hereafter be determined by the 4
Board and hereinafter called the "Record Date" in proportion to the equity shares held by them respectively in the Company as on the Record Date and to apply the said sum of ` 644,30,96,280 (Rupees six hundred forty four crores thirty lakhs ninety six thousand two hundred eighty only) in paying up in full, the unissued equity shares of the Company of ` 5 (Rupees five) each at par, such shares (hereinafter referred to as the 'Bonus Shares') be allotted, distributed / credited as fully paid up to and amongst such members in the proportion of ONE such Bonus Share for every existing ONE equity share held by them respectively as on the Record Date and that the Bonus shares so distributed shall, for all purposes, be treated as an increase in the nominal amount in the capital of the Company held by each such member, and not as income. FURTHER RESOLVED THAT the Bonus shares so allotted shall always be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company and guidelines for bonus shares issued by SEBI. FURTHER RESOLVED THAT the Bonus shares so allotted pursuant to this Resolution shall rank in all respects pari passu with the existing fully paid equity shares of the Company save and except that they shall not be entitled to participate in any dividend declared/to be declared for any period/s prior to the issue of the Bonus shares, but shall be entitled to the dividend(s) declared after the allotment of the Bonus shares. FURTHER RESOLVED THAT no letter of allotment shall be issued but the share certificates for Bonus shares be delivered to the Shareholders, who hold the existing equity shares in physical form and the respective beneficiary accounts be credited with the bonus shares for such shareholders who hold the existing equity shares or opt to receive the bonus shares in dematerialized form within the statutory time limit. FURTHER RESOLVED THAT the allotment and issue of the Bonus shares to any Non-Resident member shall be subject to the approval, if any, required from Reserve Bank of India under the Foreign Exchange Management Act, 1999 (Including any statutory modification or re-enactment thereof for the time being in force). FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company or a Committee thereof be and are hereby authorized to do all such acts, deeds, matters and things as may, in its absolute discretion, deem necessary, expedient, usual or proper in regard to the issue, allotment and distribution of the Bonus shares as they may think fit." 5
4. OFFER OF SHARES TO THE EMPLOYEES OF THE COMPANY UNDER EMPLOYEES STOCK OPTION PLAN. (a) Amendment to Articles of Association of the Company. To consider and if thought fit, to pass the following resolution as a Special Resolution with or without modification(s): "RESOLVED THAT a new Article 67A be inserted in the Articles of Association after Article 67 as detailed below: 67A. The Company in General meeting upon the recommendation of the Board may consider offering shares of the Company to its employees including whole-time functional directors under Employees Stock Option Plan directly or through a Committee, appointed by the Board. The allotment of such shares under this plan shall be in terms of the extant provisions in the Companies Act, 1956, Rules, Regulation and Guidelines of all the applicable Statutes, from time to time. (b) Offer of shares to the employees of the Company under Employees Stock Option Plan. To consider and if thought fit, to pass the following resolution as a Special Resolution with or without modification(s): RESOLVED THAT pursuant to the provisions of Section 81(1A) and all other applicable provisions, if any, of the Companies Act, 1956 ( the Act ) and in accordance with the provisions of the Memorandum and Articles of Association of the Company, provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines,1999 ( the ESOP Guidelines ) {including any statutory modification(s) or re-enactment of the Act or the ESOP Guidelines for the time being in force}, the Listing Agreement entered into with the Stock Exchanges where the shares of the Company are listed or other relevant authority or any amendment thereof from time to time, to the extent applicable and subject to such other conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the Board which term shall be deemed to include any Committee including Remuneration Committee to exercise its powers including the powers, conferred by this resolution), the Board be and is hereby authorized to create, offer, issue and allot at any time to or to the 6
benefit of such person(s) who are in employment of the Company and its subsidiaries, including Directors of the Company, whether working in India or abroad or otherwise, except the Promoter Directors, under the Employee Stock Option Plan-2011 (hereinafter referred to as the ESOP Scheme 2011 ), such number of equity shares as on the date of grant of option(s) at such price, in one or more tranches and on such terms and conditions as may be fixed or determined by the Board/Committee from time to time. FURTHER RESOLVED THAT such shares may be granted/allotted to such employees including whole-time functional directors of the Company in accordance with the ESOP Scheme, 2011 to be framed directly or through a Trust which may be set up by the Board/Committee of Directors of the Company in any permissible manner. FURTHER RESOLVED THAT the issue of such shares to any nonresident employee(s) shall be subject to such approvals, permissions or consents as may be necessary from Reserve Bank of India or any other relevant authority in this regard. FURTHER RESOLVED THAT such shares to be issued and allotted by the Company in the manner aforesaid shall rank pari-passu in all respects with the existing equity shares of the Company. FURTHER RESOLVED THAT the Company shall conform to the accounting policies prescribed from time to time under the ESOP Guidelines. FURTHER RESOLVED THAT the Board be and is hereby authorized to take necessary steps for listing of such shares, allotted upon exercise under ESOP Scheme 2011 with the Stock Exchanges where the Company s shares are listed as per the terms and conditions of the Listing Agreement entered into with the Stock Exchanges and other applicable guidelines, rules and regulations or any amendments thereof from time to time. FURTHER RESOLVED THAT for the purpose of giving effect to any creation, offer, issue or allotment or listing of such shares under ESOP Scheme, 2011 either directly or through trust, the Board/Committee be and is hereby authorized on behalf of the Company to evolve, decide upon and bring into effect and make any modifications, changes, variations, alterations or revisions in the said ESOP Scheme, 2011 or to suspend, withdraw or revive the ESOP Scheme, 2011 from time to time as per the discretion of the Board/Committee and to do all such acts, deeds, matters and things as it may in its absolute discretion deem fit or necessary or desirable for such purpose and with power on behalf of the Company to settle 7
any issues, questions, difficulties or doubts that may arise in this regard without requiring the Board/Committee to secure any further consent or approval of the shareholders of the Company. By order of the Board Place : Bhubaneswar Date : 07.02.2011 (K. N. RAVINDRA) COMPANY SECRETARY Notes: (a) Explanatory Statements pursuant to Section 173(2) of the Companies Act, 1956, in respect of item Nos. 1 to 4 set out above are annexed hereto. (b) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF. SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY AT ITS REGISTERED OFFICE NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A BLANK PROXY FORM IS ENCLOSED. (c) The Record Date for the purpose of Sub-division/Split of face value of shares of the Company and issue of Bonus Shares shall be fixed and published in newspapers in due course and will also be intimated to the Stock Exchanges. (d) If sub-division of face value of shares and bonus issue as recommended by the Board of Directors is approved at the Extraordinary General Meeting, effect will be given to those shareholders, whose names appear as Beneficial Owners as on the Record Date as per the beneficial owners position to be downloaded from NSDL & CDSL in respect of the shares held in the electronic form and as members in the Register of Members of the Company, after giving effect to all valid share transfers in physical form lodged with the Company on or before the Record Date. (e) Members holding shares in physical form, are requested to notify immediately, change in their address in block letters with PIN CODE to the Registered Office of the Company, quoting their Folio Number. Members holding shares in electronic form are requested to notify their change of address to their respective Depository Participants (DPs) only. 8
(f) Shareholders may please note that the existing share certificates can neither be traded in the market nor can be dematerialized after proposed split is implemented. The new share certificates with nominal value of ` 5 per share will be delivered to the shareholders without calling for surrender of the share certificates held by them. The Company has created a dedicated e-mail Id in the name and style of investorservice@nalcoindia.co.in for exclusive shareholder/investor related correspondence/grievances for prompt and efficient investor service by the Share Registry of the Company. Shareholders/Investors are requested to send their queries/complaints through this e-mail Id for quick and prompt reply from the Company. 9
ANNEXURE TO NOTICE Explanatory Statements pursuant to Section 173(2) of the Companies Act, 1956. ------------------------------------------------------------------------------------------------------ Item No. 1 : INCREASE OF AUTHORISED SHARE CAPITAL The Authorised Share Capital of the Company presently stands at `1300 crores divided into 130,00,00,000 (130 crore) equity shares of ` 10 each. With the growing expansion of the Company s business and to take care of Rights Issue, Bonus Issue and ESOP, if any, in future, it is felt necessary to increase the Authorised Share Capital of the Company from Rs.1300 crores to Rs.3000 crores. The increase of the Authorised Capital of the Company requires the approval of the members. Consequent upon the increase in Authorised Share Capital of the Company, existing Clause V of the Memorandum of Association and existing Article 5 of the Articles of Association require alteration so as to reflect the increase in share capital. None of the Directors of the Company is interested in the resolution, except to the extent of their shareholding and the shareholding of their relatives, if any, in the Company. Your Directors recommend the above resolution for your approval. Item No.2 SUB-DIVISION/SPLIT IN FACE VALUE OF EQUITY SHARES OF THE COMPANY At present, the equity shares of the Company are listed on National Stock Exchange of India Limited (NSE) and the Stock Exchange, Mumbai (BSE) and they are actively traded in NSE and BSE. The market price of the shares of the Company has also witnessed significant spurt over the last one and half years approximately. Presently, the face value of the equity share of the Company is ` 10. In order to enhance the liquidity in the capital market, widen shareholder base and to make the shares affordable to small investors, the Board of Directors in their meeting held on 31.01.2011 have considered it desirable to sub-divide (split the face value) of the existing nominal value of the equity shares of the Company from the present ` 10 each paid-up per equity share into two equity shares of ` 5 each paid-up. Stock split would serve the purpose of raising liquidity without increasing the Company s equity servicing burden (as overall equity capital remains the same). Shareholders attention is also invited to the fact that in view of the foregoing, the existing Capital Clause V in the Memorandum of Association and Article 10
5 in the Articles of Association of the Company also need relevant amendment to give effect to the sub-division of equity shares. None of the Directors of the Company is interested in the resolution, except to the extent of their shareholding and the shareholding of their relatives, if any, in the Company. Your Directors recommend the above resolution for your approval. Item No. 3 ISSUE OF BONUS SHARES The present Authorized Share Capital of the Company is ` 1300 crores, Paid-up Share Capital is ` 644.31 crores and the Reserves as per the Audited Accounts as on 31 st March, 2010 is ` 9751 crores. The Board of Directors in their meeting held on 31.01.2011 have recommended the issue of Bonus Shares in the proportion of one equity share of ` 5 each for every one existing equity share of ` 5 each of the Company (post-sub-division of the equity share capital of the Company) held by the members as on the Record Date, to be fixed by the Board/Committee of the Board by capitalizing a sum not exceeding ` 644,30,96,280 (Rupees six hundred forty four crores thirty lakhs ninety six thousand two hundred eighty only) from the General Reserves of the Company. The same is proposed to be applied fully by issuing at par 128,86,19,256 new fully paid-up equity shares of ` 5 each as Bonus Shares. The proposed issue of Bonus Shares will be made in line with the guidelines issued by the Securities and Exchange Board of India (issue of Capital and Disclosure Requirements) Regulations, 2009 and subject to such approvals, if required, from the Statutory Authorities. The Company s Articles of Association do not have the provision on capitalization of profits for issue of Bonus shares. Hence, a new Article No. 86A is proposed to be inserted enabling the Company to capitalize part of its profits for issue of Bonus shares. Further, it is necessary to authorize the Board of Directors/Committee of the Board to complete all the regulatory formalities prescribed by SEBI, Stock Exchanges in which the shares of the Company are listed and / or any other Regulatory or Statutory Authority in connection with the sub-division of shares and issue of bonus shares. A copy of the Memorandum and Articles of Association of the Company together with the proposed amendments is available for inspection by members of the Company at its Registered Office during its business hours on all working days. 11
None of the Directors of the Company is interested in the resolutions, except to the extent of their shareholding and the shareholding of their relatives, if any, in the Company. Your Directors recommend the above resolution for your approval. Item No. 4 OFFER OF SHARES TO THE EMPLOYEES OF THE COMPANY UNDER EMPLOYEES STOCK OPTION PLAN In terms of Government guidelines, a part of Performance Related Pay (PRP) is to be paid through offer of shares to the executives of the Company under Employees Stock Option Plan (ESOP) every year. The Company s Articles of Association do not contain any provision on offer of shares to the employees of your Company under ESOP. A new Article No. 67A is proposed to be inserted in the Articles of Association of the Company enabling the Company to offer shares to the employees of the Company under ESOP every year as per the Government Guidelines. None of the Directors except the whole time functional Directors of the Company is interested in the resolution. Your Directors recommend the above resolution for your approval. By order of the Board Place : Bhubaneswar Date : 07.02.2011 (K. N. RAVINDRA) COMPANY SECRETARY 12
National Aluminium Company Limited (A Government of India Enterprise) Regd. Office : NALCO Bhawan, Plot No. P/1,Nayapalli, Bhubaneswar 751 061 (Orissa) ATTENDANCE SLIP Extra-ordinary General Meeting 5 th March, 2011 at 10.00 A.M. Regd. Folio No. DP Id Client Id.. No. of shares held.. I certify that I am a registered shareholder/proxy for the registered shareholder of the Company and hereby record my presence at the EXTRA-ORDINARY GENERAL MEETING of the Company at NALCO Bhawan, Plot No. P/1, Nayapalli, Bhubaneswar 751 061, on Saturday, the 5 th March, 2011. -------------------------------------------------------- ---------------------------------- Member s/proxy s name in Block letters Member s/proxy s Signature Note: Please fill this attendance slip and hand it over at the entrance hall of the Company. -----------------------------------------------------tear here------------------------------------- National Aluminium Company Limited (A Government of India Enterprise) Regd. Office : NALCO Bhawan, Plot No. P/1,Nayapalli, Bhubaneswar 751 061 (Orissa) Regd. Folio No DP Id... Client Id. No. of shares held.. FORM OF PROXY I/We.. of in the district of being a member/members of the above named company hereby appoint of in the district of or failing him/her of in the district 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 Saturday, the 5 th March, 2011 at 10.00 A.M. and at any adjournment thereof. Signed this day of 2011 Affix a Revenue Stamp of Re. 1/- Signature 13
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