(Pursuant to Section 173(2) of the Companies Act, 1956)
For item No. 4 and item No. 5 as mentioned above
As per the provisions of section 293(1 )(d) of the Companies Act, 1956 the Board ofDirectors shall not except with the consent of the share holders in General Meeting ,borrow moneys in the aggregate of Paid up capital and free reserves (reserves not setapart for any specific purpose). Article 82 of Articles of Association of the Companyprovides for borrowing powers of the Board subject to such limits as may be approved bythe shareholders. The present borrowings are within the limits laid down under section293(1 )(d) of the Companies Act, 1956. Further, the consent of the shareholders is soughtfor to increase the said limit to meet the various expenditure of capital as well asrevenue nature. Also, there is increase in the span of business and for its expansion,there is requirement of various funds. Hence, the Board thinks that with Company's plansfor expansion it is necessary to secure the approval of the shareholders, which issoliciated vide resolution No.4.
Keeping in view, the size of aforesaid borrowing limits i.e. 50 Crores, it may benecessary for the Company to create the security or charge on the assets of the Companyfor the purpose of borrowings. The Mortgage and /or charge of the Company of its themovable/ immovable property of the company, in favor of lender(s), with a power totakeover of the Company in case of default if any by the Company, may regard as disposalof the Company's undertaking with in the meaning of section 293(1) (a) of the Companiesact, 1956, hence the approval of the shareholders is solicited vide resolution No. 5. TheBoard of Directors of your Company recomend the ordinary resolutions as set out in thenotice for approval of the Members of the Company.
None of the Directors of the Company is concerned or interested in the resolutionsexcept to the extent of their respective share holding of the Equity shares in theCompany.
By Order of the Board
For LE WATERINA RESORT & HOTELS LIMITED
Chairman & Managing Director
Sriperambudur, the 22nd day of August, 2012