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Dunlop EGM approves takeover by Ruia group `Company need not go for open offer'

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Our Bureau

Kolkata, Jan. 25

THE extraordinary general meeting (EGM) of Dunlop India on Wednesday approved the `indirect acquisition' of the company by the Ruia Group.

A special resolution in this regard was approved by requisite majority through postal ballot, thereby allowing the Ruias to take control of Dunlop without an open offer.

Following the EGM, the new promoters have also recast the company's board. The new six-member board includes Mr P.K. Ruia as non-executive chairman and Mr Ashok Jajodia as whole-time director.

This apart, four independent directors, Mr Dipak Rudra, Mr N.P. Agarwal, Mr Sajid Khan and Mr R.K. Sadhu were inducted in the board on Wednesday. Except Mr Sadhu, all three are new members. Mr Sadhu, who was earlier a BIFR nominee, is now inducted as an independent director.

At a news conference after the EGM, Mr Ruia said that with the EGM approval, the Group's acquisition of Dunlop was complete and the company need not go for an open offer.

According to him, 99.99 per cent of those who opted to vote on the special resolution had favoured the company's decision against open offer. "Only 25 votes were cast in favour of the open offer."

While indicating that more directors would be inducted into the board in due course, Mr Ruia said that the company may appoint a managing director at an appropriate time.

On Falcon Tyres, he said that the Bangalore-based company has also sought similar approval from its shareholders through postal ballot. The result of the same will be announced at an EGM next week.

He said that subject to EGM approval of the indirect acquisition, the Ruia Group would go for an immediate change in management.

Mr Ruia indicated that the re-opening of Dunlop would begin with the Ambattur facility in Tamil Nadu. The total capital expenditure towards plant and machinery in both the facilities is pegged at Rs 100 crore. At Sahagunj in West Bengal, the company is targeting re-opening in July. The plant, however, needs substantial investment including replacement of boiler, new moulds for both aero tyres and off-the-road (OTR) tyres.

Stating that the company will stress on truck and OTR tyres to begin with, Mr Ruia said he would go for phased replacement of old machinery. The disputed liability towards statutory, bank liabilities and sundry creditors is worth Rs 212 crore.

(This article was published in the Business Line print edition dated January 26, 2006)
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