Date:15/09/2004 URL: http://www.thehindubusinessline.com/2004/09/15/stories/2004091503130100.htm

Back Birla Corp gets CLB nod to conduct AGM today

Our Bureau

New Delhi , Sept. 14

BIRLA Corporation Ltd has been given the nod to hold its annual general meeting on Wednesday, by the Company Law Board's Principal Bench, comprising Mr S. Balasubramanian. Rejecting an appeal of the company's minority shareholders to adjourn the AGM, the Board said, "The AGM will be held as per schedule tomorrow."

While allowing all businesses proposed in the AGM notice as scheduled, regarding the election of directors - Mr R.S. Lodha, MrPrachepa Majumdar and MrVikram Swarup - the Bench said, "It shall be by poll." It further said the poll would be conducted under the chairmanship of a company director who has not been proposed for re-election in this meeting.

It also directed that the results of the poll not be announced and all documents relating to it be sealed and kept in the custody of the company secretary, who will function as an officer of the CLB for the purpose. Besides, the directors who are proposed for re-appointment in the AGM will continue in their offices till the results of the poll are announced, it said. This, according to legal experts, means the status quo in the company is maintained and prayer for restrain of shareholders voting rights of the holding group companies has been rejected.

In its order, the CLB also said there should be no transfer of shares held by any of the respondents (Birla Corporation and others) in the company. The CLB was considering the two petitions filed by the minority shareholders against the current management. In one petition, they were seeking investigations into the shareholding pattern of the promoters, and in the other, they appealed against `the oppression and mismanagement' by the current management.

At the hearing, the CLB Bench noted that the AGM notice was issued on July 21, 2004, but the petitions appealing adjournment have been moved a day before the meeting. The board also directed Birla Corporation and others to file their replies to both the petitions by October 10. The minority shareholders were directed to submit their rejoinder by October 31. The matter will be next heard on November 22.