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Mercator in the News

Notice of Postal Ballot pursuant to Section 192A (2) of the Companies Act, 1956.

Mercator Lines Limited (the Company) proposes to amend the Object Clause of the Memorandum of Association of the Company by adding new activities in the oil and gas field developments and exploration business, such as offshore oil & gas searches by drilling operations, operations of jackup rigs, drill ships, semi-submersibles, platforms or any other offshore installations/structure, conducting of surveys and providing of supply by specialised vessels, aircrafts/helicopters, under water inspection, NDT inspection, repairs of sub-sea structures /installation, diving and all other related activities, etc. Further, the Company also proposes to take-up business/activities related to building, construction of all kinds and types of ships, vessels, carriers, etc. and to carry on other related business/activities.

The Company is therefore seeking your approval as required under the provisions of Section 17 of the Companies Act, 1956, to amend the Object Clause of the Memorandum of Association of the Company as per the Special Resolution given below. An Explanatory Statement setting out material facts and reasons for such Resolution is annexed.

Section 192A of the Companies Act, 1956 read with Companies (Passing of the Resolution by Postal Ballot), Rules, 2001, makes it mandatory that such approval is to be obtained by means of a postal ballot. These rules enable the shareholders to vote on the matters specified in the rules without attending the General Meeting of the Company. The result of the Postal Ballot will be declared in the ensuing 22nd Annual General Meeting.

In view of the above, the Company seeks shareholder's approval to the following resolution also referred to in item no. 6 of the 22nd Annual General Meeting Notice of the Company.

Accordingly, the said draft Special Resolution and the Explanatory Statement is being sent to you along with the Postal Ballot Form for your consideration and approval. You are requested to carefully read the instructions printed on the Postal Ballot and return the same duly completed, in the attached self addressed postage pre-paid envelope, so as to reach the Scrutinizer on or before the close of normal working hours on July 26, 2006. Your assent / dissent received at the address of the Scrutinizer after July 26, 2006 would be strictly treated as if a reply from you has not been received, which is in accordance with the Postal ballot Rules aforesaid.

The Company has appointed Mr. Vijay Mehta, Chartered Accountant, Mumbai, as Scrutinizer for conducting the postal ballot voting in a fair and transparent manner. The Scrutinizer will scrutinize and submit his report to the Chairman and the results of the postal ballot will be announced by the Chairman at the 22nd Annual General meeting to be held on Monday, July 31, 2006, at 12.00 noon, at Walchand Hirachand Hall, 4th Floor, IMC Building, Churchgate, Mumbai-400 020.

Draft Special Resolution

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 17 and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modifications or re-enactment thereof for the time being in force), and subject to the necessary approvals, required if any in this regard from appropriate authorities, and subject further to such other terms, conditions, stipulations, alterations, amendments or modifications as may be required, specified or suggested by any of such appropriate authorities; which terms, conditions, stipulations, alterations, amendments or modifications, the Board of Directors (herein after referred to as "the Board", which term shall include any of its duly authorised Committee or individual Director) is hereby authorised to accept as it may deem fit; consent of the members of the Company be and is hereby accorded for alteration of the existing Main Object Clause of the Company, i.e. Clause III. A. of the Memorandum of Association of the Company in the following manner:

(a) In the existing main object clause (1) of the Company, i.e. Clause III A (1) of the Memorandum of Association, the following alterations be carried out:

In the fourth line, after the word "own", and before the word "work", the following words be inserted: "employ, operate in carriage of passengers, mails and merchandise of all kinds, and to."

In the seventh line, after the words "liquid petroleum gas carriers" and before the word "Commercial", the following words be inserted: "liquid natural gas carriers, vessels for offshore oil and gas operations such as jackup rigs, drill ships, semi-submersibles, platforms or any other offshore installations/structure, survey vessels, supply vessels, crew vessels, helicopter, under water inspection, NDT inspection, repairs of sub-sea structures /installation, diving and all other related activities."
In the ninth line, the following alterations be made: At the beginning, before the word "specialised", the word "any" be inserted. Further, after the word "specialised" and before the word "or", the words "carriers, ships or vessels," be inserted; after the words "otherwise ships" and before the word "of every description," the words "and vessels", be inserted; the word "vessels" in the ninth line before the word "description" and after the word "air-crafts" be deleted. Also, after the word "air-crafts" and before the word "and", the word "helicopter", be inserted.
In the eighteenth line, after the words "vessels," and before the word "and", the words "aircrafts, helicopters", be inserted.
(b)The existing main object clause (2) of the Company, i.e. Clause III A (2) of the Memorandum of Association be deleted, and in its place, the following new object clause be inserted:

(2) To carry on or undertake in India or abroad, the business of developing, owning, giving or taking on hire, lease, rent or otherwise acquiring or disposing off any rights in any oil, gas or hydrocarbon fields or mines, and to do the business of mining, exploring, drilling, manufacturing, producing, processing, refining, distributing, trading, importing, exporting, storing, and transporting of all kinds and types of oil, gas and other hydrocarbon products or substances; drilling platforms, rigs, specialized vessels, ships, equipments, machineries, ancillaries, spares, stores or any other item essential to under take such activities/services successfully; to undertake contract for seismic activities or surveys, data collection and interpretation in petroleum and other mining industries and all other technical, non technical or specialized services, in the field."

(c) The following new clause (3) be inserted after the clause (2) under the main object clause of the Company, i.e. Clause III A (3) of the Memorandum of Association; the existing incidental or ancillary object clause (5) of the Company, i.e. Clause III B (5) of the Memorandum of Association be deleted and the existing clauses (3) and (4) be renumbered as clauses (4) and (5) respectively:

"To undertake and carry on in India and abroad, the business of builders, makers, manufacturers, producers, suppliers, buyers, sellers, dealers, traders, importers, exporters, owners, repairers, re-fitters, fabricators, designers, of all kinds and types of ships, vessels, carriers, barges, lighters, pontoons, tugs, launches, dredgers, fishing and other trawlers, offshore structures, rigs, platforms, towers, drilling structures, and all other types of inland, harbour and seagoing crafts, aircrafts, helicopters, vehicles, and structures with or without steam, sail, motors, or other means of propulsion, and to carry on the business as designers, engineers, manufacturers, assemblers, operators of various mechanical, structural, electrical and electronic equipments, engines, boilers, tacklers, fittings, piping, cabling, refrigeration, ventilation, air-conditioning, instrumentation, machineries, equipments, hardware, accessories, tools, stores, spares, parts, required form marine, offshore, harbour, ports and ancillary services, and to build, construct, acquire, make, own, provide, operate and maintain houses, garages, shops, workshops, aerodromes, airstrips, helipads, docks, dry-docks, floating docks, shipyards, ports, jetties,and accommodation for or in relation to ocean, water, aerial, rail, or road conveniences ."

RESOLVED FURTHER THAT the existing Memorandum of Association of the Company, duly modified as aforesaid, or as suggested by any appropriate authority and accepted by the Board, be adopted as the Memorandum of Association of the Company.

RESOLVED FURTHER THAT the approval of the members of the Company be and is hereby accorded pursuant to the provisions of Section 149(2A) and other applicable provisions, if any, of the Companies Act, 1956, for commencing and carrying on all or any of the new business and activities as included in the object clause of the Company as amended above, at such time or times as the Board may deem fit.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board, be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary and settle any or all questions / matters arising with respect to the above matter, and to execute all such deeds, documents, agreements and writings as may be necessary for the purpose of giving effect to this resolution, take such further incidental and ancillary steps in this regard, as may be considered desirable or expedient by the Board in the best interest of the Company and its shareholders."

		By Order of the Board
Place: Mumbai		H. K. Mittal
Date: 31st May, 2006		Chairman & Managing Director

Explanatory Statement

Pursuant to Section 173(2) of the Companies Act, 1956 and REASONS for proposing the Special Resolution under Section 17 to amend the Object Clause of the Memorandum of Association of the Company.

The Company operates in the Shipping Industry and presently is engaged in operations of various types of oil tankers and bulk carriers. With increasing demand for energy all over the world, offshore exploration for oil and gas are expected to remain an important activity for offshore and marine businesses. Furthermore, in view of all time high oil prices; oil companies are ramping up exploration and developing fields that made little economic sense in the past. There is also the need to replace an ageing fleet of rigs, as nearly 80% of fleet is more than 20 years old. Mercator therefore proposes to explore benefits from a growing demand for oil, gas and related products and also from specialised ships, carriers, vessels, equipments etc. like various rigs, platforms, supply vessels.

The Government of India has also opened up opportunities in the exploration and production of oil and gas fields in its New Exploration Licensing Policy (NELP) to accelerate the exploration efforts. Therefore, your Company's Board of Directors are of the opinion that the Company has good prospects in the areas of oil and gas field development, exploration, drilling, distribution, transportation and in providing various related, support and ancillary services, like supply/supporting activities, surveying, data collection, etc. Further, there has also been observed huge scarcity of new ship buildings yard space. It is therefore proposed to enter into shipbuilding and other related activities at appropriate time.

In view of the above and to enable the Company to take-up one or more of the aforesaid activities at appropriate time, it is proposed to alter the Main Object Clause of the Memorandum of Association of the Company, by inserting certain new activities relating to oil and gas exploration, On/Off Shore drilling of oil, gas and other related, activities/services in the main object clause, i.e. Clause III A (1) and (2,), and take-up the business of building/constructing various types and kinds of ships, vessels, carriers, and other structures used in off shore activities, mentioned in clause (3) as stated in the proposed special resolution. This is in accordance with the provisions of Section 17 of the Companies Act, 1956 and hence the special resolution is proposed for your approval. Further, in view of the requirements of Section 192A of the Act, the proposed resolution is being placed for your approval through postal ballot. The proposed new object will enable the Company to carry on its business more economically and efficiently, and by new or improved means, as envisaged in Section 17 of the Companies Act, 1956.

A copy each of the existing Memorandum of Association and a new set of the Memorandum of Association after incorporating the proposed alterations in its object clause will be available for inspection of the members at the Registered Office of the Company on all working days, including the date of the meeting between 10:30 a.m. to 1:00 p.m. and during the tenure of the meeting.

Pursuant to the provisions of Section 149(2A) of the Companies Act, 1956, approval of the members of the Company in a General Meeting is required before commencement of any new business/activity set out in the Object Clause of the Memorandum of Association of the Company. The said new business and activities would be commenced at such time or times as the Board may deem fit in the interest of the Company and subject to all applicable laws, rules, regulations and guidelines governing these activities.

None of the Directors of the Company is any way concerned or interested in the aforesaid Special Resolution.

Your Directors consider the said resolution in the interest of the Company and therefore recommends the same for your approval.

		By Order of the Board
Place: Mumbai		H. K. Mittal
Date: 31st May, 2006		Chairman & Managing Director

MERCATOR LINES LIMITED
Registered Office: 83-87, Mittal Tower, B-Wing, 8th Floor, Nariman Point, Mumbai - 400 021.
Postal Ballot Form
1.	Name (s) of shareholder(s) (In block letters) (Including Joint-holders, if any) (Please refer instruction no. 3)	:
2.	Registered Address of the sole/first Named shareholder	:
3.	Registered Folio No. *	:
4.	DP ID No. & Client ID No. **	:
5.	No. of Shares held	:

A. I/We hereby exercise my/our vote in respect of the special resolution to be passed through Postal Ballot for the business stated in the notice of the Company by sending my/our assent or dissent to the said Resolution by placing the tick ( Ö ) mark at the appropriate box below:

Description	No. of shares held	I/We assent to the Resolution(FOR)	I/We dissent to the Resolution(AGAINST)
Special Resolution under Section 17 of the Companies Act, 1956, according members' approval for Alteration of the Objects Clauses of the Memorandum of Association of the Company and authorizing the Board to take-up the same pursuant to Section 149 (2A) of the Act.

__________________________

Signature of the shareholder

Place:
Date:
(Please read the instructions before filling the form)

* Applicable to shareholder(s) holding shares in physical form.
** Applicable to shareholder(s) holding shares in dematerialised form.

Instructions

A member desiring to exercise vote by postal ballot may complete this Postal Ballot Form and send it to the Company in the enclosed self-addressed pre-paid envelope. However, shareholders can also send the envelopes containing postal ballot by courier at their own expense, which will be accepted by the Company.
The self-addressed postage prepaid business reply envelope bears the address of the Scrutinizer appointed by the Board of Directors of the Company.
This form should be completed and signed by the shareholder as per the specimen signature registered with the Company. If the signature of the shareholder in the form does not tally with that of records of the Company, then such form will be rejected and treated as void. In case of joint holding, this form should be completed and signed by the first named shareholder and in his absence, by the next named shareholder.
UNSIGNED Postal Ballot Form will be rejected.
Duly completed Postal Ballot Form should reach the addressee not later than the close of working hours on July 26, 2007. Postal Ballot Form received after this date will be strictly treated as if the reply from the member has not been received.
Voting Rights shall be reckoned on the paid up value of shares registered in the name of the shareholders on the date of dispatch of the notice.
In case of Corporate Members, the Postal Ballot Form has to be signed by the Authorised Signatories, whose signatures are already registered with the Company. If any other person(s) signs the Postal Ballot Form, a specific Board Resolution, duly attested, authorizing the said person(s) to sign the Postal Ballot Form should be attached to the Postal Ballot Form.
Shareholder(s) are requested not to send any other papers with the Postal Ballot Form. Any such papers found will not be entertained and destroyed.
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