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COMPETITION LAW
155
Evaluations Regarding Notification of the Acquisition
It is necessary to examine that whether the rights, relevant to
general assembly and board of directors obtained by Longsheng due
to the Convertible Standby Bond Agreement and Capital Stipulation
and Shareholding Agreement, enable the transfer of the control of Kiri
Singapore to Longsheng on the date of conclusion of the agreement
31.01.2010.
It is stipulated in the article 9 of the Convertible Standby Bond
Agreement, the board of directors, which has the authority to take
resolutions in all the matters relevant to the company, shall consist of 5
members of which three shall be appointed by Longsheng and two shall
be appointed by Kiri India. With this context, three out of five members
of Kiri Singapore have been appointed by Longsheng.
In the same article of the Agreement, the decision quorum of the board
is stipulated as simple majority. It is also stipulated that the chairman of
the board shall be a member appointed by Longsheng and in case of a tie
on the votes, the chairman has the right to vote again.
The meeting quorum for the Board meetings shall be the presence of
two members of the Board of Directors appointed by Longsheng and if
the quorum is not provided in the first meeting then it shall be the present
board members in the second meeting providing that at least one member
appointed by Longsheng is present in the meeting.
In the article 9.15 of the Convertible Standby Bond Agreement, it is
stipulated that the members of the board of directors shall be authorized
to take resolutions in some matters only if all Directors of Longsheng
approve it.
The guidelines to the general assembly are stipulated under the article
10 of the Convertible Standby Bond Agreement. According to this the
meeting quorum of the general assembly shall be the presence of two
shareholders and as long as Longsheng maintains its shareholding, one of
these shareholders will be Longsheng.
The decision quorum of the general assembly is stipulated as
simple majority; however the approval of Longsheng is deemed to be