Ambuja Cements: 3 shareholder meetings for one corporate action

by Soumya Dash, Analyst, InGovern Research Services

In order to get shareholders’ approval for its decision of merging Ambuja Cements Limited (NSE: AMBUJACEM; BSE: 500425) with Holcim (India) Private Limited – a promoter, the Board of Ambuja has scheduled three shareholder meetings, each of a different type. The approval will be obtained through a Court Convened Meeting (CCM) on 23rd November, an Extraordinary General Meeting (EGM) on the same date and a Postal Ballot, of which the last date of submission of votes is 19th November 2013.

 

Approval for the merger, which usually is taken through CCMs, is also being sought through a postal ballot after SEBI mandated the same in its revised ‘Scheme of Arrangement’ guidelines earlier in the year. The postal ballot also includes an additional proposal of purchase of 24% equity shares of Holcim (India) Pvt. Ltd., which is a part of the scheme. Through the EGM, the Board is proposing a special resolution for reduction in share capital due to cancellation of Ambuja’s equity shares, held by Holcim (India) Pvt. Ltd., after merger.

 

The proposals sought through postal ballot and CCM will only be considered passed if votes cast by public shareholders in favour are more than the votes cast by public shareholders against them.

 

The following table summarizes all the 3 meetings proposed by the Board:

Type Postal Ballot CCM   EGM
Date of Meeting 19th Nov (Last Date) 23rd November   23rd November
Resolution #1 Purchase of Shares of Holcim (India) Pvt. Ltd. Scheme of Amalgamation  

 

Reduction of Share Capital
Resolution #2 Scheme of Amalgamation -   -
Type of Resolution Ordinary Special   Special
Promoters Vote No No    Yes
Passing of Resolution Public Shareholders only 51% (FOR) > Public Shareholders (AGAINST) Public Shareholders (FOR) > Public Shareholders (AGAINST)  

 

 

 

Shareholders (FOR) > 75%

 

InGovern has recommended shareholders vote AGAINST the scheme of arrangement. For more details on the scheme and rationale of our recommendations, refer to our recommendations on the respective meetings or write to us at info@ingovern.com