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Dynamic Cables Limited — Proxy Solicitation & Information Statement 2024
Jun 5, 2024
61784_rns_2024-06-05_e2fff756-8f76-4ad5-8bbb-99f030dc022d.pdf
Proxy Solicitation & Information Statement
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Naina Digitally signed by Naina Gupta Date: 2024.06.05 Gupta 17:03:31 +05'30'
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Dynamic Cables Limited Regd. Office: F-260, Road No. 13, VKI Area, Jaipur 302013 (Rajasthan) Phone No.: +91 141 2262589 Fax No.:+91 141 2330182 CIN: L31300RJ2007PLC024139
Email ID: [email protected]
2[nd] CORRIGENDUM TO THE NOTICE OF THE EXTRA ORDINARY GENERAL MEETING
This 2[nd] Corrigendum is being issued in continuation of Extra Ordinary General Meeting (EGM) notice dated May 15, 2024 and 1[st] Corrigendum to Notice of EGM dated May 30, 2024 scheduled to be held on Wednesday, June 12, 2024 at 04.00 PM. IST through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). The notice of EGM was dispatched to the shareholders of the Company on May 18, 2024 and 1[st] Corrigendum to Notice of EGM on May 30, 2024 electronically, in due compliance with the provisions of the Companies Act, 2013, as amended, and the rules made thereunder (the “Companies Act”), read with circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India (“SEBI”), to transact the business stated therein.
This 2nd Corrigendum to the EGM Notice (“Corrigendum”) is issued in respect of the following paragraph (e) under “Item No. 2” of the Explanatory Statement to the EGM Notice, to provide certain clarifications pursuant to the suggestions / comments received from National Stock Exchange of India Limited:
1. Under explanatory statement of “Item No. 2” , point (e) of the EGM Notice as amended by the 1[st] Corrigendum shall be substituted with the following:
e) Basis or justification of the price (including premium, if any) at which the offer or invitation is being made alongwith report of the registered valuer and pricing of the preferential issue;
The Equity Shares of Company are listed on National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) only. The Equity Shares of the Company are frequently traded within the meaning of explanation provided in Regulation 164(5) of Chapter V of the SEBI ICDR Regulations. Trading data of NSE, being the Stock Exchange with higher trading volumes for the said period, has been considered for pricing in compliance with Regulation 164 of Chapter V of SEBI ICDR Regulations.
As per clause 14(c) of Articles of Association of the company the price of Equity shares is to be determined by the valuation report of a registered valuer pursuant to conditions prescribed under the relevant rules read with Section 62 of Companies Act, 2013.
Further, in terms of the applicable provisions of the SEBI ICDR Regulations, the price at which the Equity shares shall be allotted shall not be less than higher of the following:
a) In terms of the provisions of Regulation 164(1) of SEBI ICDR Regulations the price at which Equity Shares shall be allotted shall not be less than higher of the following:
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i. The 90 trading days volume weighted average price of the related Equity Shares of the Company quoted on NSE, preceding the Relevant Date, i.e. Rs. 433.55/- per Equity Share; or
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ii. the 10 trading days volume weighted average price of the related Equity Shares of the Company quoted on NSE, preceding the Relevant Date, i.e. Rs. 435.47/- per Equity Share;
Further, as per Regulation 164(4) of SEBI ICDR Regulations, preferential issue of Equity Shares to Qualified Institutional Buyers shall be made at a price not less than the 10 trading days volume weighted average price of the related Equity Shares of the Company quoted on NSE, preceding the Relevant Date, i.e. Rs. 435.47/- per Equity Share.
Accordingly, the minimum issue price in terms of Regulation 164 of the SEBI ICDR Regulation, is Rs. 435.47 (Rupees Four Hundred Thirty Five and Forty Seven Paisa only) per Equity Share being higher of the above two prices.
b) The price determined through Valuation report of Mr. Sandeep Kumar Jain, Registered Valuer SFA - Registration Number: ( IBBI Registration No.: IBBI/RV/03/2019/12410) i.e., Rs. 435.47/- per Equity Share. The said report has been hosted on the website of the company which can be accessed at - https://www.dynamiccables.co.in/valuation report.html
Accordingly, the floor price in terms of SEBI ICDR Regulations is Rs. 435.47 per Equity Share which has been rounded off to Rs. 436/- per equity share. The issue price is Rs. 436/- (Face Value Rs. 10/per share at a premium of Rs. 426/- per share) which is not less than the minimum price determined in accordance with the applicable provisions of SEBI ICDR Regulations.
Members are requested to kindly take note of the aforesaid amendments in the explanatory statement attached to the notice and the corresponding corrections be noted before casting votes.
The 2[nd] Corrigendum to the EGM Notice shall form an integral part of the EGM Notice which has already been circulated to the Members of Company on May 18, 2024 read with 1st Corrigendum which was dispatched on May 30, 2024 and on and from the date hereof, the EGM Notice shall always be read in conjunction with First Corrigendum and Second Corrigendum. This Corrigendum will also be made available on website of both the stock exchanges i.e., BSE and NSE i.e., www.bseindia.com and www.nseindia.com respectively and on the website of the Company on www.dynamiccables.co.in. All other contents of the EGM Notice read with 1[st] Corrigendum save and except as modified or supplemented by this Corrigendum, shall remain unchanged.
| Date: 05.06.2024 Place: Jaipur |
(Company | By the Order of the Board For Dynamic Cables Limited Naina Gupta Secretary & Compliance Officer) M No. A56881 |
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| Registered Office: | ||
| F-260, Road No.13, VKI Area, Jaipur-302013 | (Rajasthan) | |
| CIN: L31300RJ2007PLC024139 |