Everest Kanto Cylinder Ltd has informed BSE that the Register of Members & Share Transfer Books of the Company will remain closed from July 26, 2008 to July 30, 2008 (both days inclusive) for the purpose of payment of & 29th Annual General Meeting (AGM) of the Company to be held on July 30, 2008.
Everest Kanto Cylinder Ltd has informed BSE that members of the Company have by way of Postal Ballot passed the ordinary resolution with requisite majority pursuant to Section 293(1)(a) of the Companies Act, 1956 approving the mortgage and / or creation of charge on the assets of the Company, both present and future and / or the whole or any part of the undertaking(s) of the Company, to secure borrowings of the Company or of any of its holding, subsidiary, affiliate or associate Companies, from time to time, subject to a limit of Rs 1000 crore.
Everest Kanto Cylinder Ltd has informed BSE that the Company had recently announced its audited financial results for the year ended March 31, 2008. As per the audited results, the total sales revenue for the year was Rs 528.74 Cr. (growth of 24.4% YoY) and Profit after Tax was at Rs 104.27 Cr (growth of 45% YoY). The said PAT is after providing for foreign exchange derivative loss of Rs 8.22 Cr. which occurred due to the fall in the US Dollar vis a vis other major currencies. The said PAT is also after a past year’s one time tax adjustment of Rs 3.32 Cr. But for these one time adjustments and provisions, the PAT would have been higher by about Rs 11.54 Cr.
Everest Kanto Cylinder Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on May 26, 2008, inter alia, to consider the following:
1. Audited financial results for the financial year ending March 31, 2008.
2. Recommendation of dividend on equity shares for the said financial year.
Everest Kanto Cylinder Ltd has informed BSE that the members of the Company will consider to approve, by way of Postal Ballot, the Ordinary Resolutions to mortgage and / or charge, in addition to the mortgages and / or charges created / to be created by the Company, in such form and manner and with such ranking as to priority and for such time and on such terms as the Board may determine, on all or any of the moveable and / or immovable, tangible and / or intangible assets of the Company, both present and future and / or the whole or any part of the undertaking(s) of the Company, in favor of the Lender(s), Agent(s) and Trustee(s) for securing the borrowings of the Company or of any of its holding, subsidiary, affiliate or associate companies. availed / to be availed by way of loan(s) (in Indian rupees and / or foreign currency) and Securities (comprising fully / partly Convertible Debentures and / or Non Convertible Debentures, with or without detachable or non-detachable Warrants and / or secured premium notes and / or floating rates notes / bonds or other debt instruments), issued / to be issued by the Company, from time to time, subject to a limit of Rs 1000 crores, together with interest at the respective agreed rates, additional interest, compound interest in case of default, accumulated interest, liquidated damages, commitment charges, premia on prepayment, remuneration of the Agent(s) / Trustee(s), premium (if any) on redemption, all other costs, charges and expenses, including any increase as a result of devaluation / revaluation / fluctuation in the rates of exchange and all other monies payable by the Company in terms of the Loan Agreement(s) / Heads of Agreement(s), Debenture Trust Deed(s) or any other document(s) or agreement(s) entered into or to be entered into between the Company or any of its holding, subsidiary, affiliate or associate companies and the Lender(s) / Agent(s) and Trustee(s) in respect of the said loans / borrowings / debentures and containing on such remuneration, terms and conditions.
The Company has appointed Mr. S N Ananthasubramanian, a practicing Company Secretary, as Scrutinizer for conducting the Postal Ballot voting process in a fair and transparent manner.
The Postal Ballot forms duly completed should reach the Scrutinizer before the closing of working hours on May 30, 2008. The Scrutinizer will submit his report to the Chairman and Managing Director or the Company Secretary of the Company after the completion of the scrutiny of the postal ballot forms. The results will be announced by the Chairman and Managing Director of the Company on June 04, 2008.
With reference to the earlier announcement dated April 09, 2008 regarding Outcome of Board Meeting on April 08, 2008, Everest Kanto Cylinder Ltd has now informed BSE that instead of first pari passu charge it had been inadvertently mentioned that the Board has approved the creation of second charge on movable & immovable assets of the Company located at Tarapur, Aurangabad & Gandhidham to secure the loan facility of USD 45 Million to be taken from the consortium of ABN AMRO Bank, Standard Chartered Bank & Citibank N. A. by EKC Hungary Ltd and CP Industries Holdings, Inc, subject to the approval of the members by Postal Ballot.
Everest Kanto Cylinder Ltd has informed BSE that EKC International FZE, Dubai, wholly owned subsidiary of the Company has informed the Company that it has formed a wholly owned subsidiary in Hungary by the name of EKC Hungary Ltd. Further EKC Hungary Ltd has formed a wholly owned subsidiary in U.S.A by the name of CP Industries Holdings, Inc.
Together EKC Hungary Ltd and CP Industries Holdings, Inc shall be acquiring all the assets of CP Industries, Inc., located in McKeesport, Pittsburgh, U.S.A which is a division of Reunion Industries Inc, USA. CP Industries, Inc, manufactures and sells large seamless pressure vessels for the containment and transportation of pressurised gases and is a global leader in this business.
Everest Kanto Cylinder Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 08, 2008, has approved the following:
1. Shifting of the registered office of the Company from 501, Raheja Centre, Free Press Journal Marg, 214, Nariman Point, Mumbai - 400 021 to 204, Raheja Centre, Free Press Journal Marg, 214, Nariman Point, Mumbai- 400 021.
2. Creation of second charge on movable & immovable assets of the Company located at Tarapur, Aurangabad & Gandhidham to secure the loan facility of USD 45 Million to be taken from the consortium of ABN AMRO Bank, Standard Chartered Bank & Citibank N.A. by EKC Hungary Ltd (wholly owned subsidiary of EKC International FZE, which in turn is a wholly owned subsidiary of the Company) and CP Industries Holdings, Inc (wholly owned subsidiary of EKC Hungary Ltd), subject to the approval of the members by Postal Ballot.
3. Providing corporate guarantee to the consortium of ABN AMRO Bank, Standard Chartered Bank & Citibank N.A. for the loan facility of USD 45 Million taken by EKC Hungary Ltd and CP Industries Holdings, Inc.
4. Appointment of Mr. S N Ananthasubramanian, Practicing Company Secretary as Scrutinizer, to conduct the postal ballot process.
Everest Kanto Cylinder Ltd (EKC) has announced that an Asset Purchase Agreement has been signed with US-based Reunion Industries, Inc. (OTC - RUNI) to buy all of the assets and liabilities of its pressure vessels division, CP Industries for cash consideration of USD 64.25 Million, subject to adjustment and further subject to Bankruptcy Court proceedings and other regulatory approvals. The assets shall be acquired by a subsidiary of EKC.
ICICI Securities were the sole advisors to EKC on this transaction.
CP Industries, located in McKeesport, Pittsburgh, U.S.A , manufactures and sells large seamless pressure vessels for the containment and transportation of pressurised gases and is a global leader in this business. After consummating this transaction, EKC intends to operate and grow this business at its present facility.
According to Mr. Prem Khurana, Chairman and Managing Director, “This acquisition will enable EKC to capialise the robust global demand for specialty and CNG gas storage systems across various countries.”