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Dynamic Cables Limited — Proxy Solicitation & Information Statement 2024
May 18, 2024
61784_rns_2024-05-18_e4fd7b23-8e1f-4c7f-9bd9-5c376caafd0f.pdf
Proxy Solicitation & Information Statement
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Naina
Naina Digitally signed by Naina Gupta Date: 2024.05.18 Gupta 18:34:28 +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]
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE is hereby given that an Extraordinary General Meeting (EGM) of the Members of Dynamic Cables Limited (“the Company”) will be held on Wednesday, 12th day of June, 2024 at 04:00 p.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following businesses:
SPECIAL BUSINESS:
ITEM NO. 1
INCREASE IN THE AUTHORISED SHARE CAPITAL AND CONSEQUENT ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY.
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :
“RESOLVED THAT pursuant to the provisions of Section 13, 61, 64 and other applicable provisions, if any of the Companies Act, 2013 read with the rules framed thereunder (including any Statutory modification(s) or re- enactment(s) thereof for the time being in force), enabling provisions of the Articles of Association of the Company and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015, and on the basis of recommendation of the Board of Directors of the Company, the consent of the Members of the company be and is hereby accorded for increase in the Authorised Share Capital of the Company from Rs. 23,00,00,000/- (Rupees Twenty Three Crores Only ) consisting of 2,30,00,000 (Two Crores and Thirty Lakh) Equity Shares of Face Value of Rs.10/-(Rupees Ten Only) each to Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) consisting of 2,50,00,000 (Two Crores and Fifty Lakh) Equity Shares of Face Value of Rs. 10/- (Rupee Ten Only) each by the creation of an additional 20,00,000 (Twenty Lakh) Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) each.
RESOLVED FURTHER THAT existing Clause V of the Memorandum of Association of the Company be substituted with the following new clause:
“V. The Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crores and Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each.”
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RESOLVED FURTHER THAT the new shares shall rank pari passu to the existing shares in all respect and shall be subject to all the provisions contained in the Memorandum and Articles of Association of the Company, including with reference to the payment of calls and instalments, forfeiture, lien, surrender, transfer, transmission, voting etc., will be applicable to the new shares as they are applicable to the already issued equity shares.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized on behalf of the Company for filing of necessary forms and documents with the relevant Regulatory and Statutory Authorities including Registrar of Companies and to do all such acts, deeds, things and matters on behalf of the Company as it may in its absolute discretion deem necessary, proper or desirable and to settle any questions, difficulty, doubt that may arise in this regard and further to sign and execute documents, forms, applications and writings as may be necessary, proper, desirable or expedient to give effect to this resolution without being required to seek any further consent or approval of the members of the Company.”
ITEM NO. 2
ISSUANCE OF EQUITY SHARES OF THE COMPANY BY WAY OF PREFERENTIAL ISSUE, SUBJECT TO SUCH APPROVALS AS MAY BE REQUIRED UNDER APPLICABLE LAWS:
To consider and, if thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules and regulations made thereunder (herein after referred to as the "Companies Act"), Chapter V and the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") (including any amendments, modifications and/ or re-enactments thereof for the time being in force) and further in accordance with provisions of the Memorandum and Articles of Association of the Company, as amended, and any other applicable rules, regulations, guidelines, notifications, circulars and clarifications issued by the Government of India, the Ministry of Corporate Affairs ("MCA"), the Securities and Exchange Board of India ("SEBI"), or any other statutory or regulatory authority, the uniform listing agreement entered into by the Company with the stock exchanges where the equity shares of the Company are listed (“Stock Exchanges”) and subject to all necessary approval(s), consent(s), permission(s) and/ or sanction(s), if any, of the Government of India and any other statutory or regulatory authorities, as may be required, and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s), and/or sanction(s), and which may be agreed to by the Board of Directors of the Company, which term shall be deemed to include any Committee thereof, which the Board may have constituted or hereinafter constitute to exercise its
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powers including the powers conferred by this resolution and with the power to delegate such authority to any person or persons”),the consent of the members of the company be and is hereby accorded to raise further capital and to create, offer, issue and allot upto 22,15,319 (Twenty Two Lakhs Fifteen Thousand Three Hundred and Nineteen) fully paid-up equity shares of face value of Rs. 10/- (Rupees Ten Only) each for cash at a price of Rs. 436/- (Rupees Four Hundred and Thirty Six Only) per equity share, aggregating to Rs. 96,58,79,084/- (Rupees Ninety Six Crore Fifty Eight Lakh Seventy Nine Thousand and Eighty Four Only ) ("Subscription Shares") on a preferential basis on such terms and conditions as may be determined by the Board in accordance with Chapter V of the SEBI ICDR Regulations, to the following persons (the "Proposed Allottees")
| S No. |
Name of Proposed Allottees |
Status/Class of Allotees (Individual/Body Corporate/ Trust/HUF /LLP/AIF) |
Natural Persons who are Ultimate Beneficial Owner |
Category (Promoter/ Public) |
No. of shares to be issued |
Total Consideration (Rs.) | Allottee is QIB/ Non-QIB |
|---|---|---|---|---|---|---|---|
| 1 | Shiv Kripa Pipes Private Limited |
Body Corporate | 1. Ashish Mangal 2. Rahul Mangal |
Promoter Group |
Upto 1,15,000 | 5,01,40,000 | Non-QIB |
| 2 | Alpana Sharma | Individual | Not Applicable, as the allottee is an individual |
Promoter Group |
Upto 10,000 | 43,60,000 | Non-QIB |
| 3 | Sundaram Alternative Opportunities Fund – ACORN |
Alternative Investment Fund- III |
Vikaas M Sachdeva | Public | Upto 1,81,193 | 7,90,00,148 | QIB |
| 4 | Sundaram Alternative Opportunities Fund – ATLAS |
Alternative Investment Fund- III |
Madanagopal Ramu | Public | Upto 2,33,945 | 10,20,00,020 | QIB |
| 5 | Sundaram Alternative Opportunities Fund - ATLAS II |
Alternative Investment Fund- III |
Prashant N Kutty | Public | Upto 84,863 | 3,70,00,268 | QIB |
| 6 | Capri Global Holdings Private Limited |
Body Corporate | 1. Rajesh Sharma 2. Jahnavi Sharma 3. Jinisha Sharma 4. Raghav Sharma |
Public | Upto 1,72,019 | 7,50,00,284 | Non-QIB |
| 7 | Akshat Greentech Private Limited |
Body Corporate | 1. Vivek Kailas 2. Vikram Kailas |
Public | Upto 2,29,358 | 10,00,00,088 | Non-QIB |
| 8 | Urvi Hemal Shah | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 2,86,698 | 12,50,00,328 | Non-QIB |
| 9 | Karan Bagaria | Individual | Not Applicable, as the allottee is an individual |
Public | Upto1,60,000 | 6,97,60,000 | Non-QIB |
| 10 | Prateek Kapoor | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 20,643 | 90,00,348 | Non-QIB |
| 11 | Sachin Subhash Arora | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 10,322 | 45,00,392 | Non-QIB |
| 12 | Hitesh Arvindbhai Shah |
Individual | Not Applicable, as the allottee is an individual |
Public | Upto 20,643 | 90,00,348 | Non-QIB |
| 13 | Niveshaay Hedgehogs LLP |
LLP | 1. Arvind Ashokkumar Kothari 2. Gunjan Kabra 3. Vikram Sharma |
Public | Upto 60,780 | 2,65,00,080 | Non-QIB |
| 14 | Adhiraj Swarup Agarwal |
Individual | Not Applicable, as the allottee is an individual |
Public | Upto 20,643 | 90,00,348 | Non-QIB |
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| 15 | Kapil Ahuja | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 26,835 | 1,17,00,060 | Non-QIB |
|---|---|---|---|---|---|---|---|
| 16 | VM Finserve and Asset Management (Firm Represented by three of its partners namely Shripal Bhandari,Chetan Bhandari and Yogesh Bhandari) |
Individual | 1. Shripal Bhandari, 2. Kumarpal Bhandari 3. Chetan Bhandari and 4. Yogesh Bhandari |
Public | Upto 20,643 | 90,00,348 | Non-QIB |
| 17 | Vivek Jain | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 57,340 | 2,50,00,240 | Non-QIB |
| 18 | Ajay Kumar Aggarwal | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 1,94,955 | 8,50,00,380 | Non-QIB |
| 19 | WOW Investments (Firm represented by its partners namely Brijesh Thakkar, Amit Goyal and Ashish Kumar Agrawal) |
Individual | 1. Brijesh Thakkar, 2. Amit Goyal 3. Ashish Kumar Agrawal |
Public | Upto 14,909 | 65,00,324 | Non-QIB |
| 20 | Aarson Investments (Firm represented by one of its partner namelySharad Goel) |
Individual | 1.Sharad Goel 2. Banti Agrawal |
Public | Upto 9,175 | 40,00,300 | Non-QIB |
| 21 | Premier Looms Manufacturers Private Limited |
Body Corporate | 1.Mulchanbhai Shankarbhai Amin 2. Rasesh Babulal Shah 3. Tejasben Ashish Amin 4. Kailashben Mulchanbhai Amin 5. Ashish Mulchandbhai Amin 6. Pooshan Ashish Amin |
Public | Upto 11,468 | 50,00,048 | Non-QIB |
| 22 | Saket Agarwal | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 36,698 | 1,60,00,328 | Non-QIB |
| 23 | Apurva Narendrakumar Parekh |
Individual | Not Applicable, as the allottee is an individual |
Public | Upto 45,872 | 2,00,00,192 | Non-QIB |
| 24 | Dhara Ramesh Gandhi | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 11,468 | 50,00,048 | Non-QIB |
| 25 | Lal Bahadur Singh Chaudhary |
Individual | Not Applicable, as the allottee is an individual |
Public | Upto 20,000 | 87,20,000 | Non-QIB |
| 26 | Jinesh Rohitkumar Doshi |
Individual | Not Applicable, as the allottee is an individual |
Public | Upto 11,500 | 50,14,000 | Non-QIB |
| 27 | Komal Saboo | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 20,000 | 87,20,000 | Non-QIB |
| 28 | Shekhar Gupta HUF | HUF | 1. Rashmi Gupta 2. Isha Gupta 3. Shekhar Gupta 4. Utkarsh Gupta |
Public | Upto 11,468 | 50,00,048 | Non-QIB |
| 29 | Bharath Satyaprakash | Individual | Individual | Public | Upto 6,881 | 30,00,116 | Non-QIB |
| 30 | Ritika Vegetable Oil Private Limited |
Body Corporate | 1. Mohini Devi 2. Nidhie A Data 3. Ritika Data |
Public | Upto 10,000 | 43,60,000 | Non-QIB |
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| 31 | Alok Jain | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 10,000 | 43,60,000 | Non-QIB |
|---|---|---|---|---|---|---|---|
| 32 | Sushil Kumar Raniwala | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 10,000 | 43,60,000 | Non-QIB |
| 33 | Ridhi Share Brokers Private Limited |
Body Corporate | 1.Budhi Prakash Sharma 2. Rajan Maheshwari 3. Nupur Sharma |
Public | Upto 10,000 | 43,60,000 | Non-QIB |
| 34 | Parul Sharda | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 10,000 | 43,60,000 | Non-QIB |
| 35 | Naveen Baid | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 10,000 | 43,60,000 | Non-QIB |
| 36 | VC Ventures LLP | LLP | 1. Vivek Lodha 2. Vigyan Lodha |
Public | Upto 10,000 | 43,60,000 | Non-QIB |
| 37 | Rajeev Lakhotia | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 5,000 | 21,80,000 | Non-QIB |
| 38 | Sandeep Kumar Jain | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 10,000 | 43,60,000 | Non-QIB |
| 39 | Prateek Gilara | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 10,000 | 43,60,000 | Non-QIB |
| 40 | Ankur Goyal | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 10,000 | 43,60,000 | Non-QIB |
| 41 | Ramesh Kumar Agarwal (HUF) |
HUF | 1. Ramesh Kumar Agarwal 2. Shalini Agarwal |
Public | Upto 5,000 | 21,80,000 | Non-QIB |
| TOTAL | Upto 22,15,319 | 96,58,79,084 |
- QIB Qualified Institutional Buyer AIF - Alternative Investment Fund LLP – Limited Liability Partnership HUF – Hindu Undivided Family
RESOLVED FURTHER THAT in terms of the provisions of SEBI ICDR Regulations, the “Relevant Date” for the purpose of determination of minimum price for the issue and allotment of Equity Shares as mentioned above shall be Monday, 13[th] May, 2024, being the date 30 (thirty) days prior to the date of this Extraordinary General Meeting held on Wednesday, 12 June 2024.
RESOLVED FURTHER THAT the Equity Shares of the Company being offered, issued and allotted to the Proposed Allottees by way of Preferential Issue shall, inter-alia, be subject to the following:
a) The Proposed Allottees shall be required to bring in 100% of the consideration for the Subscription Shares on or before the date of allotment hereof;
b) The Equity Shares so offered, issued and allotted to the proposed allottee, shall be issued by the Company for cash consideration;
c) The Subscription Shares shall be issued and allotted by the Company to the Proposed Allottees in dematerialized form within the timeline prescribed under Regulation 170 of the SEBI ICDR Regulations;
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d) The Subscription Shares to be allotted shall be fully paid-up and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company and shall rank pari passu with the existing equity shares of the Company in all respects including the payment of dividend and voting rights from the date of allotment thereof;
e) The Subscription Shares shall be subject to lock-in for such period as specified under Chapter V of the SEBI ICDR Regulations. Further, the pre preferential allotment shareholding of the proposed allottees, if any, shall also be subject to the lock-in restrictions in terms of the said Regulations;
f) The Subscription Shares will be listed on BSE Limited and the National Stock Exchange of India Limited where the equity shares of the Company are listed, subject to the receipt of necessary permissions and approvals, as the case may be.
g) Without prejudice to the generality of the above, the issue of the Subscription Shares shall be subject to the terms and conditions as contained in the explanatory statement under Section 102 of the Act annexed hereto, which shall be deemed to form part hereof.
RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s), changes, variations, alterations, additions and/or deletions in the terms of issue of Equity Shares as may be required by any regulatory or other authorities, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.
RESOLVED FURTHER THAT subject to the receipt of such approvals as may be required under applicable law, consent of the Members of the Company be and is hereby accorded to record the name and details of the Proposed Allottees in Form PAS5, and issue a private placement offer cum application letter in Form PAS-4, to the Proposed Allottees in accordance with the provisions of the Act, with a stipulation that the allotment would be made only upon receipt of In-principle approval from the Stock Exchange(s) i.e., BSE Limited and National Stock Exchange of India Limited within the timelines prescribed under the applicable laws.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board or any committee thereof or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and listing thereof with the Stock Exchanges as appropriate and utilization of proceeds of the issue, filing of requisite documents with the Registrar of Companies, Depositories and/
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or such other authorities as may be necessary and take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to delegate all or any of the powers herein conferred, as it may deem fit in its absolute discretion, to any committee of the Board or any one or more Director(s)/ Company Secretary/any Officer(s) of the Company to give effect to the aforesaid resolution.”
Date: 15.05.2024 By the Order of the Board Place: Jaipur For Dynamic Cables Limited Sd/Naina Gupta (Company Secretary) M No. 56881 Registered Office: F-260, Road No.13, VKI Area, Jaipur-302013 (Rajasthan) CIN: L31300RJ2007PLC024139
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NOTES:
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The Ministry of Corporate Affairs (‘MCA’) vide its General Circular No. 09/2023 dated September 25, 2023 and earlier circulars issued in this regard (‘MCA Circulars’) and Securities and Exchange Board of India (‘SEBI’) vide its Circular No. SEBI/HO/DDHS/P/CIR/2023/0164 dated October 6, 2023 (‘SEBI Circulars’) have permitted the holding of EGM by companies through VC / OAVM, without the physical presence of the Members. Accordingly, in compliance with the provisions of the Companies Act, 2013 (‘Act’), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), MCA Circulars and SEBI Circulars, the EGM of the Company is being conducted through VC/OAVM.
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An Explanatory Statement pursuant to Section 102 of the Act, setting out material facts concerning the business under Item Nos. 1 and 2 of the Notice is annexed hereto. The Board of Directors have considered and decided to include the said items as Special Business as it is in the interest of the Company.
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In accordance with the Secretarial Standard-2 on General Meetings issued by The Institute of Company Secretaries of India (ICSI) read with Clarification / Guidance on applicability of Secretarial Standards-1 and 2 dated April 15, 2020 issued by the ICSI, the proceedings of the EGM shall be deemed to be conducted at the Registered Office of the Company i.e. F-260, Road No.13, VKI Area, Jaipur, Rajasthan- 302013, which shall be the venue of the EGM. Since the EGM will be held through VC / OAVM, the Route Map for the Venue of the Meeting is not annexed in this Notice.
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Members attending the EGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
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Generally, a member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Company. Since this EGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members under Section 105 of the Act will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
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In compliance with the provisions of Section 108 of the Act, read with the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of Listing Regulations and MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as e-voting during the EGM will be provided by CDSL.
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All documents referred to in the EGM Notice will be available electronically for inspection by the members, without payment of any fees, from the date of
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circulation of this Notice upto the date of EGM, i.e. Wednesday, June 12, 2024. Members seeking inspection of the aforementioned documents can send an email to [email protected]. Members may note that the Notice will also be available on the Company’s website www.dynamiccables.co.in websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of CDSL www.evotingindia.com.
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The members can join the EGM through VC/OAVM mode 15 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for minimum 1,000 members on ‘first come first serve’ basis. This will not include large Shareholders (Shareholders holding 2% or more equity shares), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of ‘first come first serve’ basis. The Members will be able to view the proceedings on Central Depository Services (India) Limited (CDSL) e-voting website at www.evotingindia.com.
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Institutional/Corporate Shareholders intending to authorise their representatives to attend the meeting pursuant to Section 113 of the Act, are requested to email scanned certified copy of the Board/governing body resolution/authorization etc. authorising their representatives to attend and vote on their behalf at email IDs: [email protected] with a copy marked to [email protected].
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10.The Notice is being sent by e-mail to all the members of the Company whose names appear on the Register of Members/List of Beneficial Owners and registered e-mail IDs as received from the National Securities Depository Limited (“NSDL”)/Central Depository Services (India) Limited (“CDSL”) as on Friday, May 10, 2024 It is however, clarified that all the persons who are members of the Company as on the Cut-off Date of e-voting i.e. Wednesday, June 05 ,2024 and who may not have received notice due to non-registration of e-mail id shall also be entitled to vote in relation to the resolutions specified in this notice.
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11.Members whose e-mail id’s are not registered with the depositories are requested to register their e-mail address with the Depository Participant with whom they are maintaining their DEMAT account by following the procedure prescribed by the Depository Participant.
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12.As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details pertaining to this EGM Notice will be published in one English national daily newspaper circulating throughout India (in English language) and one Hindi daily newspaper circulating in Jaipur (in vernacular language i.e. Hindi).
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13.The Board of Directors has appointed CSManoj Maheshwari (FCS 3355, COP: 1971) Practicing Company Secretary as Scrutinizer, and failing him, Ms.
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Priyanka Agarwal (FCS: 11138; COP: 15021) Practicing Company Secretary as Alternate Scrutinizer to scrutinize the voting at the EGM and remote e-voting process, in a fair and transparent manner.
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14.The remote e-voting period commences from Saturday, June 08, 2024 at 09.00 a.m. (IST)] and ends on Tuesday, June 11, 2024 at 05.00 p.m. (IST). During this period, members holding shares as on Wednesday, June 05, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting after Tuesday, June 11, 2024 at 05.00 p.m. (IST). Once the vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast vote again. The voting rights of the members shall be in proportion to their shares in the total paid-up equity share capital of the Company as on the cutoff date i.e. Wednesday, June 05, 2024.
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15.To exercise vote by using e-voting facility, please carefully follow the instructions given under the heading “E-Voting Instructions” .
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16.The Scrutinizer will submit his report to the Chairman and Managing Director or as authorised by the Chairman of the Company after completion of the scrutiny of votes cast through remote e-voting process and e-voting at the EGM within 2 working days from the date of completion of said e-voting. The result of the voting will be announced by the Chairman and Managing Director or the Company Secretary of the Company consequently..
The result declared along with the Scrutinizer’s Report will be forwarded to BSE Limited and National Stock Exchange of India Limited and shall be simultaneously uploaded on the Company’s website www.dynamicacbles.co.in and on the website of CDSL www.evotingindia.com immediately.
PROCEDURE FOR JOINING EGM THROUGH VC / OAVM:
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES
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For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
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For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e- Voting & joining virtual meetings through Depository.
If you have any queries or issues regarding attending EGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 1800 22 55 33.
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All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 1800 22 55 33.
THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:
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Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
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Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
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(i) The voting period begins on Saturday, June 08, 2024 at 09.00 a.m. (IST) and ends on Tuesday, June 11, 20 24 at 5.00 p.m. (IST) During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the Friday, May 10,2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
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(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
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(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
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Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
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(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
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shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
| Type of shareholders |
Login Method |
|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL |
1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e- Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
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| Individual Shareholders holding securities in demat mode with NSDL |
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e- Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re- directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting |
|---|---|
| Individual Shareholders (holding securities in demat mode) login through their Depository Participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e- Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
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Important note : Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at 1800 22 55 33 |
| Individual Shareholders holding securities in Demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 022-4886 7000 and 022-2499 7000 |
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
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(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.
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1) The shareholders should log on to the e-voting website www.evotingindia.com.
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2) Click on “Shareholders” module.
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3) Now enter your User ID
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a. For CDSL: 16 digits beneficiary ID,
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b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
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c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
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4) Next enter the Image Verification as displayed and Click on Login.
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5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
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6) If you are a first-time user follow the steps given below:
| For Physical shareholders and other than individual shareholders holding shares in Demat. |
|
|---|---|
| PAN | Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. |
| Dividend Bank Details OR Date of Birth (DOB) |
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field. |
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(vi) After entering these details appropriately, click on “SUBMIT” tab.
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(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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(viii) For shareholders holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice.
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(ix) Click on the EVSN for the on which you choose to vote.
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(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
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(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
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(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
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(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
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(xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
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Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
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A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
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After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
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The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
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A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
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Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
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INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:
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The procedure for attending meeting & e-Voting on the day of the EGM is same as the instructions mentioned above for e-voting.
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The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
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Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the EGM
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Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
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Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
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Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 10 (ten) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number. These queries will be replied to by the company suitably by email.
-
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
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Only those shareholders, who are present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e- Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM
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10.If any Votes are cast by the shareholders through the e-voting available during the EGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
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In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evoting.com under help section or write an email to [email protected] or call at 1800225533 or to the Company at [email protected]
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EXPLANATORY STATEMENT CONTAINING MATERIAL FACTS PURSUANTTO SECTION 102(1) OF THE COMPANIES ACT, 2013
Pursuant to Section 102 of the Companies Act, 2013 (“the Act”), the following Explanatory Statement sets out all material facts relating to the business mentioned under Item Nos. 1 and 2 of the accompanying Notice dated May 15, 2024.
ITEM NO. 1
Presently, the Authorized Share Capital of the Company is ₹ 23,00,00,000/- (Rupees Twenty-Three Crores Only) divided into 2,30,00,000 (Two Crore and Thirty Lacs) Equity Shares of Face Value of ₹10/- (Rupee Ten Only)
The members are informed that the Board of Directors of the Company (“Board”) at its meeting held on May 15, 2024 has approved raising of funds subject to the approval of shareholders. Considering the proposed fund raising as mentioned above, the existing authorised capital of the Company will not be adequate. Further, to facilitate any future funding requirements of the Company, it is necessary that the Company has sufficient Authorised Share Capital, the Board at its Meeting held on May 15, 2024, had accorded its approval to increase the Authorized Share Capital from Rs. 23,00,00,000/- (Rupees Twenty Three Crore Only) consisting of 2,30,00,000 (Two Crores and Thirty Lakh) Equity Shares of Face Value of Rs.10/-(Rupees Ten Only) each to Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) consisting of 2,50,00,000 (Two Crores and Fifty Lakh) Equity Shares of Face Value of Rs. 10/- (Rupee Ten Only) each subject to Shareholders approval.
The increase in Authorised Share Capital as aforesaid would also require consequential amendments to the existing Clause V of the Memorandum of Association (“MOA”) of the Company as set out in Item No. 1 of the Notice.
As per the provisions of Section 13 read with Section 61 of the Companies Act, 2013 and further read with Articles of Association of the Company, any increase in Authorised Share Capital and consequent amendment in Memorandum of Association of the Company requires approval of the members of the Company by way of an ordinary resolution. Accordingly, approval of the members is being sought by way of an ordinary resolution.
The set of Memorandum of Association is available for inspection at the Registered Office of the Company during business hours between 11.00 A.M. to 2.00 P.M. on all working days of the Company (Except Saturday, Sundays and Public holidays).
None of the Director, Key Managerial Personnel and / or their respective relatives are, in anyway, concerned or interested, financially or otherwise in the proposed resolution except to the extent of their shareholding in the Company.
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The Board accordingly recommends the Ordinary Resolution as set out in Item No. 1 of this Notice for your approval.
ITEM NO. 2
The Board of Directors of the Company at their meeting held on Wednesday, May 15, 2024 have proposed to issue Equity Shares through Preferential Allotment to selected group of people as mentioned in the resolution and also given below in the explanatory statement.
Pursuant to provisions of Section 42 and 62 (1)(c) of Companies Act, 2013 (the “Act”) and Rules made thereunder (the ‘Act’) and in accordance with the provisions of Chapter V “Preferential Issue” of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “SEBI ICDR Regulations”) as amended from time to time and on terms and conditions and formalities as stipulated in the Act and the SEBI ICDR Regulations, the Preferential Issue requires approval of the members by way of a Special Resolution.
The Board therefore, seeks approval of the members as set out in the notice, by way of Special Resolution to issue and allot Equity Shares through Preferential Allotment to the proposed allottees.
Necessary information or details in respect of the proposed Preferential Issue of Equity Shares in terms of Section 42 and 62(1)(c) of the Companies Act, 2013 read with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Chapter V of the SEBI ICDR Regulations are as under:
a) The Object of Preferential Issue:
The proceeds of the Preferential Issue will be utilized for any one or in combination with any one or more of the purposes such as:
-
i. To meet working capital requirements.
-
ii. Reduction of working capital borrowings, term loan repayment or/and any other outstanding debt
-
iii. To meet the long-term fund requirements of the Company, for expansion of business
-
iv. General corporate purpose or such other objects, as the Board may from time to time decide in the best interest of the Company.
b) The total number of securities, kind of securities and price at which security is being offered:
- Issuance of upto 22,15,319 (Twenty Two Lakhs Fifteen Thousand Three Hundred and Nineteen) fully paid-up Equity Shares of the Company of face value of ₹ 10/- for cash at a price of Rs. 436/- (Rupees Four Hundred and Thirty Six only) each including premium of ₹426/- (Rupees Four Hundred and Twenty Six only)
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c) Name of Proposed Allottees and No. of Shares proposed to be allotted to them:
| S No. |
Name of Proposed Allottees |
Status/Clas s of Allotees (Individual/ Body Corporate/ Trust/HUF/ LLP/AIF) |
Natural Persons who are Ultimate Beneficial Owner |
Category (Promote r/Public) |
No. of shares to be issued |
Total Consideration (Rs.) |
Allottee is QIB/ Non- QIB |
|---|---|---|---|---|---|---|---|
| 1 | Shiv Kripa Pipes Private Limited |
Body Corporate |
1. Ashish Mangal 2. Rahul Mangal |
Promoter Group |
Upto 1,15,000 | 5,01,40,000 | Non- QIB |
| 2 | Alpana Sharma | Individual | Not Applicable, as the allottee is an individual |
Promoter Group |
Upto 10,000 | 43,60,000 | Non- QIB |
| 3 | Sundaram Alternative Opportunities Fund – ACORN |
Alternative Investment Fund-III |
Vikaas M Sachdeva | Public | Upto 1,81,193 | 7,90,00,148 | QIB |
| 4 | Sundaram Alternative Opportunities Fund – ATLAS |
Alternative Investment Fund-III |
Madanagopal Ramu | Public | Upto 2,33,945 | 10,20,00,020 | QIB |
| 5 | Sundaram Alternative Opportunities Fund - ATLAS II |
Alternative Investment Fund-III |
Prashant N Kutty | Public | Upto 84,863 | 3,70,00,268 | QIB |
| 6 | Capri Global Holdings Private Limited |
Body Corporate |
1. Rajesh Sharma 2. Jahnavi Sharma 3. Jinisha Sharma 4. Raghav Sharma |
Public | Upto 1,72,019 | 7,50,00,284 | Non- QIB |
| 7 | Akshat Greentech Private Limited |
Body Corporate |
1. Vivek Kailas 2. Vikram Kailas |
Public | Upto 2,29,358 | 10,00,00,088 | Non- QIB |
| 8 | Urvi Hemal Shah | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 2,86,698 | 12,50,00,328 | Non- QIB |
| 9 | Karan Bagaria | Individual | Not Applicable, as the allottee is an individual |
Public | Upto1,60,000 | 6,97,60,000 | Non- QIB |
| 10 | Prateek Kapoor | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 20,643 | 90,00,348 | Non- QIB |
| 11 | Sachin Subhash Arora |
Individual | Not Applicable, as the allottee is an individual |
Public | Upto 10,322 | 45,00,392 | Non- QIB |
| 12 | Hitesh Arvindbhai Shah |
Individual | Not Applicable, as the allottee is an individual |
Public | Upto 20,643 | 90,00,348 | Non- QIB |
| 13 | Niveshaay Hedgehogs LLP |
LLP | 1. Arvind Ashokkumar Kothari 2. Gunjan Kabra 3. Vikram Sharma |
Public | Upto 60,780 | 2,65,00,080 | Non- QIB |
| 14 | Adhiraj Swarup Agarwal |
Individual | Not Applicable, as the allottee is an individual |
Public | Upto 20,643 | 90,00,348 | Non- QIB |
| 15 | Kapil Ahuja | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 26,835 | 1,17,00,060 | Non- QIB |
| 16 | VM Finserve and Asset Management (Firm Represented by three of its partners namely Shripal Bhandari,Chetan Bhandari and |
Individual | 1. Shripal Bhandari, 2. Kumarpal Bhandari 3. Chetan Bhandari and 4. Yogesh Bhandari |
Public | Upto 20,643 | 90,00,348 | Non- QIB |
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| Yogesh Bhandari) | |||||||
|---|---|---|---|---|---|---|---|
| 17 | Vivek Jain | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 57,340 | 2,50,00,240 | Non- QIB |
| 18 | Ajay Kumar Aggarwal |
Individual | Not Applicable, as the allottee is an individual |
Public | Upto 1,94,955 | 8,50,00,380 | Non- QIB |
| 19 | WOW Investments (Firm represented by its partners namely Brijesh Thakkar, Amit Goyal and Ashish Kumar Agrawal) |
Individual | 1. Brijesh Thakkar, 2. Amit Goyal 3. Ashish Kumar Agrawal |
Public | Upto 14,909 | 65,00,324 | Non- QIB |
| 20 | Aarson Investments (Firm represented by one of its partner namely Sharad Goel) |
Individual | 1.Sharad Goel 2. Banti Agrawal |
Public | Upto 9,175 | 40,00,300 | Non- QIB |
| 21 | Premier Looms Manufacturers Private Limited |
Body Corporate |
1.Mulchanbhai Shankarbhai Amin 2. Rasesh Babulal Shah 3. Tejasben Ashish Amin 4. Kailashben Mulchanbhai Amin 5. Ashish Mulchandbhai Amin 6. Pooshan Ashish Amin |
Public | Upto 11,468 | 50,00,048 | Non- QIB |
| 22 | Saket Agarwal | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 36,698 | 1,60,00,328 | Non- QIB |
| 23 | Apurva Narendrakumar Parekh |
Individual | Not Applicable, as the allottee is an individual |
Public | Upto 45,872 | 2,00,00,192 | Non- QIB |
| 24 | Dhara Ramesh Gandhi |
Individual | Not Applicable, as the allottee is an individual |
Public | Upto 11,468 | 50,00,048 | Non- QIB |
| 25 | Lal Bahadur Singh Chaudhary |
Individual | Not Applicable, as the allottee is an individual |
Public | Upto 20,000 | 87,20,000 | Non- QIB |
| 26 | Jinesh Rohitkumar Doshi |
Individual | Not Applicable, as the allottee is an individual |
Public | Upto 11,500 | 50,14,000 | Non- QIB |
| 27 | Komal Saboo | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 20,000 | 87,20,000 | Non- QIB |
| 28 | Shekhar Gupta HUF |
HUF | 1. Rashmi Gupta 2. Isha Gupta 3. Shekhar Gupta 4. Utkarsh Gupta |
Public | Upto 11,468 | 50,00,048 | Non- QIB |
| 29 | Bharath Satyaprakash |
Individual | Individual | Public | Upto 6,881 | 30,00,116 | Non- QIB |
| 30 | Ritika Vegetable Oil Private Limited |
Body Corporate |
1. Mohini Devi 2. Nidhie A Data 3. Ritika Data |
Public | Upto 10,000 | 43,60,000 | Non- QIB |
| 31 | Alok Jain | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 10,000 | 43,60,000 | Non- QIB |
| 32 | Sushil Kumar Raniwala |
Individual | Not Applicable, as the allottee is an individual |
Public | Upto 10,000 | 43,60,000 | Non- QIB |
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| 33 | Ridhi Share Brokers Private Limited |
Body Corporate |
1.Budhi Prakash Sharma 2. Rajan Maheshwari 3. Nupur Sharma |
Public | Upto 10,000 | 43,60,000 | Non- QIB |
|---|---|---|---|---|---|---|---|
| 34 | Parul Sharda | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 10,000 | 43,60,000 | Non- QIB |
| 35 | Naveen Baid | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 10,000 | 43,60,000 | Non- QIB |
| 36 | VC Ventures LLP | LLP | 1. Vivek Lodha 2. Vigyan Lodha |
Public | Upto 10,000 | 43,60,000 | Non- QIB |
| 37 | Rajeev Lakhotia | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 5,000 | 21,80,000 | Non- QIB |
| 38 | Sandeep Kumar Jain |
Individual | Not Applicable, as the allottee is an individual |
Public | Upto 10,000 | 43,60,000 | Non- QIB |
| 39 | Prateek Gilara | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 10,000 | 43,60,000 | Non- QIB |
| 40 | Ankur Goyal | Individual | Not Applicable, as the allottee is an individual |
Public | Upto 10,000 | 43,60,000 | Non- QIB |
| 41 | Ramesh Kumar Agarwal (HUF) |
HUF | 1. Ramesh Kumar Agarwal 2. Shalini Agarwal |
Public | Upto 5,000 | 21,80,000 | Non- QIB |
| TOTAL | Upto 22,15,319 |
96,58,79,084 |
d) Particulars of offer including the date of Board Meeting, maximum number of securities to be issued and the Issue Price:
The Board of Directors of the Company at their meeting held on Wednesday, May 15, 2024, had, subject to approval of the members of the Company (“members”) and such other approvals as may be required, approved preferential issue of
- i. upto 22,15,319 (Twenty Two Lakhs Fifteen Thousand Three Hundred and Nineteen) fully paid-up Equity Shares of the Company of face value of ₹ 10/for cash at a price of Rs. 436/- (Rupees Four Hundred and Thirty Six only) each including premium of ₹426/- (Rupees Four Hundred and Twenty Six only) per share aggregating to not more than to Rs. 96,58,79,084/- (Rupees Ninety Six Crore Fifty Eight Lakh Seventy Nine Thousand and Eighty Four Only); and
The price of each Equity Shares is fixed at Rs. 436/- (Rupees Four Hundred and Thirty Six only) per share as determined in terms of SEBI ICDR Regulations on the basis of the Relevant Date.
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 & 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
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considered for pricing in compliance with Regulation 164 of Chapter V of SEBI ICDR Regulations.
In compliance with Regulation 166A of the SEBI ICDR Regulations as the preferential issue is more than five per cent of the post issue fully diluted share capital of the Company, therefore, the minimum issue price shall be the higher of the price determined through following methods:
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:
-
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. ₹ 433.55/- per Equity Share; or
-
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. ₹ 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. ₹ 435.47/- per Equity Share.
We also confirm that the Articles of Association do not contain any restrictive provision for Preferential Allotment and doesn’t contain any article which provides for particular method for determination of price in case preferential issue.
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 ₹ 436/- which is not less than the minimum price determined in accordance with the applicable provisions of ICDR Regulations.
f) Relevant Date with reference to which the price has been arrived at:
The Relevant Date as per Chapter V of the SEBI ICDR Regulations for the determination of the floor price for Equity Shares of the face value ₹ 10 each to be issued, is Monday, May 13, 2024 i.e. 30 (thirty) days prior to the date of the ExtraOrdinary General Meeting (EGM) i.e. Wednesday, June 12, 2024.
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g) Amount which the Company intends to raise by way of issue of Equity Shares:
The Company proposes to raise upto Rs. 96,58,79,084/- (Rupees Ninety Six Crore Fifty Eight Lakh Seventy Nine Thousand and Eighty Four Only) from the issue of Equity Shares
h) Intention of Promoters, Directors, Key Managerial Personnel, Senior management personnel to subscribe to the preferential offer:
Following are the persons, from amongst List of Allotees, who belong to Promoter Group of the Company who intend to subscribe to the Equity Shares under the Preferential Issue:
| S No. |
Name of Proposed Allottees | Category | No. of shares to be issued |
Total Consideration (Rs.) |
|---|---|---|---|---|
| 1 | Shiv Kripa Pipes Private Limited |
Promoter Group |
Upto 1,15,000 | 5,01,40,000 |
| 2 | Alpana Sharma | Promoter Group |
Upto 10,000 | 43,60,000 |
i) The proposed time within which the allotment shall be completed:
In accordance with Regulation 170 of the ICDR Regulations, the allotment of the Equity Shares shall be completed within a period of 15 days from the date of passing of the resolution by the shareholders, provided that where the allotment is pending on account of pendency of any approval(s) or permission(s) from any regulatory authority / body, the allotment shall be completed by the Company within a period of 15 days from the date of such approval(s) or permission(s).
j) Confirmations regarding wilful defaulter or a fraudulent borrower/ fugitive, if any:
The Company hereby confirms that neither the Company nor its promoters nor its Directors have been declared as wilful defaulter or a fraudulent borrower by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India. None of the promoters and directors of the Company have been declared as fugitive economic offenders as per the Fugitive Economic Offenders Act, 2018.
k) Requirements as to re-computation of price:
Since the Equity Shares of the Company are listed on recognized stock exchange for more than 90 (Ninety) trading days, the price computation and lock-in
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extensions, required pursuant to Regulations 164(2), 164(3) and 167(5) of the SEBI ICDR Regulations and the disclosures and undertakings required pursuant to Regulation 163(1)(g) and (h) of the SEBI ICDR Regulations are not applicable.
However, the hereby Company undertakes as follows:-
-
The Company shall re-compute the price of the Equity Shares issued in terms of the preferential allotment under this resolution as per the provision of the SEBI ICDR Regulations where it is required to do so.
-
If the amount payable on account of re-computation of price is not paid within the time stipulated in the SEBI ICDR Regulations, the specified Equity Shares shall continue to be locked-in till the time such amount is paid by the allottees.
-
l) Justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:
NA
m) No. of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:
The Company has not made any preferential allotment during the year.
n) The current and proposed status of the Allottee(s) post Preferential Issue namely, Promoter or Non-Promoter:
| S No. |
Name of Proposed Allottees | Current Status of the Proposed Allottee |
Proposed Status of the Proposed Allottee post the preferential issue |
|---|---|---|---|
| 1 | Shiv Kripa Pipes Private Limited | Promoter Group | Promoter Group |
| 2 | Alpana Sharma | Promoter Group | Promoter Group |
| 3 | Sundaram Alternative Opportunities Fund – ACORN |
Non-Promoter | Non-Promoter |
| 4 | Sundaram Alternative Opportunities Fund – ATLAS |
Non-Promoter | Non-Promoter |
| 5 | Sundaram Alternative Opportunities Fund - ATLAS II |
Non-Promoter | Non-Promoter |
| 6 | Capri Global Holdings Private Limited | Non-Promoter | Non-Promoter |
| 7 | Akshat Greentech Private Limited | Non-Promoter | Non-Promoter |
| 8 | Urvi Hemal Shah | Non-Promoter | Non-Promoter |
| 9 | Karan Bagaria | Non-Promoter | Non-Promoter |
| 10 | Prateek Kapoor | Non-Promoter | Non-Promoter |
| 11 | Sachin Subhash Arora | Non-Promoter | Non-Promoter |
| 12 | Hitesh Arvindbhai Shah | Non-Promoter | Non-Promoter |
| 13 | NiveshaayHedgehogs LLP | Non-Promoter | Non-Promoter |
| 14 | AdhirajSwarupAgarwal | Non-Promoter | Non-Promoter |
| 15 | Kapil Ahuja | Non-Promoter | Non-Promoter |
==> picture [63 x 64] intentionally omitted <==
| 16 | VM Finserve and Asset Management (Firm Represented by three of its partners namely Shripal Bhandari, Chetan Bhandari and Yogesh Bhandari) |
Non-Promoter | Non-Promoter |
|---|---|---|---|
| 17 | Vivek Jain | Non-Promoter | Non-Promoter |
| 18 | AjayKumar Aggarwal | Non-Promoter | Non-Promoter |
| 19 | WOW Investments (Firm Represented by its partners namely Brijesh Thakkar, Amit Goyal and Ashish Kumar Agrawal) |
Non-Promoter | Non-Promoter |
| 20 | Aarson Investments (Firm Represented by one of its partner namelySharad Goel) |
Non-Promoter | Non-Promoter |
| 21 | Premier Looms Manufacturers Private Limited |
Non-Promoter | Non-Promoter |
| 22 | Saket Agarwal | Non-Promoter | Non-Promoter |
| 23 | Apurva Narendrakumar Parekh | Non-Promoter | Non-Promoter |
| 24 | Dhara Ramesh Gandhi | Non-Promoter | Non-Promoter |
| 25 | Lal Bahadur Singh Chaudhary | Non-Promoter | Non-Promoter |
| 26 | Jinesh Rohitkumar Doshi | Non-Promoter | Non-Promoter |
| 27 | Komal Saboo | Non-Promoter | Non-Promoter |
| 28 | Shekhar Gupta HUF | Non-Promoter | Non-Promoter |
| 29 | Bharath Satyaprakash | Non-Promoter | Non-Promoter |
| 30 | Ritika Vegetable Oil Private Limited | Non-Promoter | Non-Promoter |
| 31 | Alok Jain | Non-Promoter | Non-Promoter |
| 32 | Sushil Kumar Raniwala | Non-Promoter | Non-Promoter |
| 33 | Ridhi Share Brokers Private Limited | Non-Promoter | Non-Promoter |
| 34 | Parul Sharda | Non-Promoter | Non-Promoter |
| 35 | Naveen Baid | Non-Promoter | Non-Promoter |
| 36 | VC Ventures LLP | Non-Promoter | Non-Promoter |
| 37 | Rajeev Lakhotia | Non-Promoter | Non-Promoter |
| 38 | SandeepKumar Jain | Non-Promoter | Non-Promoter |
| 39 | Prateek Gilara | Non-Promoter | Non-Promoter |
| 40 | Ankur Goyal | Non-Promoter | Non-Promoter |
| 41 | Ramesh Kumar Agarwal(HUF) | Non-Promoter | Non-Promoter |
o) Lock-in Period:
The Equity Shares shall be subject to lock-in for such period as specified under the provisions of relevant Regulation(s) of SEBI ICDR Regulations.
The entire Pre-Preferential Allotment shareholding of the allottees shall be locked-in as specified under Regulation 167(6) of the SEBI ICDR Regulations.
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p) Listing:
The Company will make an application to the Stock Exchange at which the existing Equity Shares are listed for listing of Equity Shares allotted by way of preferential issue. The above shares, once allotted, shall rank pari passu with the then existing Equity Shares of the Company in all respects including dividend.
q) Identity of Proposed Allottees (including natural persons who are the ultimate beneficial owners of equity shares proposed to be allotted and/or having ultimate control):
| Sr. No. |
Name of the proposed allottees |
Category | The identity of the natural persons who are the ultimate beneficial owners of the Shares proposed to be allotted and/or who ultimately control the proposed allottees(*) |
|---|---|---|---|
| 1 | Shiv Kripa Pipes Private Limited |
Promoter Group | 1. Ashish Mangal 2. Rahul Mangal |
| 2 | Alpana Sharma | Promoter Group | Not Applicable, as the allottee is an individual |
| 3 | Sundaram Alternative Opportunities Fund – ACORN |
Non-Promoter | Vikaas M Sachdeva |
| 4 | Sundaram Alternative Opportunities Fund – ATLAS |
Non-Promoter | Madanagopal Ramu |
| 5 | Sundaram Alternative Opportunities Fund - ATLAS II |
Non-Promoter | Prashant N Kutty |
| 6 | Capri Global Holdings Private Limited |
Non-Promoter | 1. Rajesh Sharma 2. Jahnavi Sharma 3. Jinisha Sharma 4. Raghav Sharma |
| 7 | Akshat Greentech Private Limited |
Non-Promoter | 1. Vivek Kailas 2. Vikram Kailas |
| 8 | Urvi Hemal Shah | Non-Promoter | Not Applicable, as the allottee is an individual |
| 9 | Karan Bagaria | Non-Promoter | Not Applicable, as the allottee is an individual |
| 10 | Prateek Kapoor | Non-Promoter | Not Applicable, as the allottee is an individual |
| 11 | Sachin Subhash Arora | Non-Promoter | Not Applicable, as the allottee is an individual |
| 12 | Hitesh Arvindbhai Shah | Non-Promoter | Not Applicable, as the allottee is an individual |
| 13 | Niveshaay Hedgehogs LLP | Non-Promoter | 1. Arvind Ashokkumar Kothari 2. Gunjan Kabra 3. Vikram Sharma |
==> picture [63 x 64] intentionally omitted <==
| 14 | Adhiraj Swarup Agarwal | Non-Promoter | Not Applicable, as the allottee is an individual |
|---|---|---|---|
| 15 | Kapil Ahuja | Non-Promoter | Not Applicable, as the allottee is an individual |
| 16 | VM Finserve and Asset Management |
Non-Promoter | 1. Shripal Bhandari, 2. Kumarpal Bhandari 3. Chetan Bhandari and 4. Yogesh Bhandari |
| 17 | Vivek Jain | Non-Promoter | Not Applicable, as the allottee is an individual |
| 18 | Ajay Kumar Aggarwal | Non-Promoter | Not Applicable, as the allottee is an individual |
| 19 | WOW Investments | Non-Promoter | 1. Brijesh Thakkar, 2. Amit Goyal 3. Ashish Kumar Agrawal |
| 20 | Aarson Investments | Non-Promoter | 1.Sharad Goel 2. Banti Agrawal |
| 21 | Premier Looms Manufacturers Private Limited |
Non-Promoter | 1.Mulchanbhai Shankarbhai Amin 2. Rasesh Babulal Shah 3. Tejasben Ashish Amin 4. Kailashben Mulchanbhai Amin 5. Ashish Mulchandbhai Amin 6. Pooshan Ashish Amin |
| 22 | Saket Agarwal | Non-Promoter | Not Applicable, as the allottee is an individual |
| 23 | Apurva Narendrakumar Parekh |
Non-Promoter | Not Applicable, as the allottee is an individual |
| 24 | Dhara Ramesh Gandhi | Non-Promoter | Not Applicable, as the allottee is an individual |
| 25 | Lal Bahadur Singh Chaudhary |
Non-Promoter | Not Applicable, as the allottee is an individual |
| 26 | Jinesh Rohitkumar Doshi | Non-Promoter | Not Applicable, as the allottee is an individual |
| 27 | Komal Saboo | Non-Promoter | Not Applicable, as the allottee is an individual |
| 28 | Shekhar Gupta HUF | Non-Promoter | 1. Rashmi Gupta 2. Isha Gupta 3. Shekhar Gupta 4. Utkarsh Gupta |
| 29 | Bharath Satyaprakash | Non-Promoter | Not Applicable, as the allottee is an individual |
| 30 | Ritika Vegetable Oil Private Limited |
Non-Promoter | 1. Mohini Devi 2. Nidhie A Data 3. Ritika Data |
| 31 | Alok Jain | Non-Promoter | Not Applicable, as the allottee is an individual |
| 32 | Sushil Kumar Raniwala | Non-Promoter | Not Applicable, as the allottee is an individual |
==> picture [63 x 64] intentionally omitted <==
| 33 | Ridhi Share Brokers Private Limited |
Non-Promoter | 1.Budhi Prakash Sharma 2. Rajan Maheshwari 3. Nupur Sharma |
|---|---|---|---|
| 34 | Parul Sharda | Non-Promoter | Not Applicable, as the allottee is an individual |
| 35 | Naveen Baid | Non-Promoter | Not Applicable, as the allottee is an individual |
| 36 | VC Ventures LLP | Non-Promoter | 1. Vivek Lodha 2. Vigyan Lodha |
| 37 | Rajeev Lakhotia | Non-Promoter | Not Applicable, as the allottee is an individual |
| 38 | Sandeep Kumar Jain | Non-Promoter | Not Applicable, as the allottee is an individual |
| 39 | Prateek Gilara | Non-Promoter | Not Applicable, as the allottee is an individual |
| 40 | Ankur Goyal | Non-Promoter | Not Applicable, as the allottee is an individual |
| 41 | Ramesh Kumar Agarwal (HUF) |
Non-Promoter | 1. Ramesh Kumar Agarwal 2. Shalini Agarwal |
r) The percentage (%) of Post Preferential Issue Capital that may be held by allottees and Change in Control, if any, consequent to the Preferential Issue
| Sr | No. of |
||||||
|---|---|---|---|---|---|---|---|
| . No |
Name of proposed Share allottee(s) |
Category | Holding Pre- preferential Issue |
Equity Shares to be |
Post Preferential Allotment |
||
| . | allotted |
||||||
| No. of shares |
% | No. of shares |
% | ||||
| 1 | Shiv Kripa Pipes Private Limited |
Promoter Group |
- | - | 1,15,000 | 1,15,000 | 0.47% |
| 2 | Alpana Sharma | Promoter Group |
- | - | 10,000 | 10,000 | 0.04% |
| 3 | Sundaram Alternative Opportunities Fund – ACORN |
Non- Promoter |
- | - | 1,81,193 | 1,81,193 | 0.75% |
| 4 | Sundaram Alternative Opportunities Fund – ATLAS |
Non- Promoter |
- | - | 2,33,945 | 2,33,945 | 0.97% |
| 5 | Sundaram Alternative Opportunities Fund - ATLAS II |
Non- Promoter |
- | - | 84,863 | 84,863 | 0.35% |
| 6 | Capri Global Holdings Private Limited |
Non- Promoter |
- | - | 1,72,019 | 1,72,019 | 0.71% |
| 7 | Akshat Greentech Private Limited |
Non- Promoter |
- | - | 2,29,358 | 2,29,358 | 0.95% |
| 8 | Urvi Hemal Shah | Non- Promoter |
- | - | 2,86,698 | 2,86,698 | 1.18% |
| 9 | Karan Bagaria | Non- Promoter |
- | - | 1,60,000 | 1,60,000 | 0.66% |
| 10 | Prateek Kapoor | Non- Promoter |
- | - | 20,643 | 20,643 | 0.09% |
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| 11 | Sachin Subhash Arora | Non- Promoter |
- | - - |
10,322 | 10,322 | 0.04% |
|---|---|---|---|---|---|---|---|
| 12 | Hitesh Arvindbhai Shah | Non- Promoter |
- | - | 20,643 | 20,643 | 0.09% |
| 13 | Niveshaay Hedgehogs LLP | Non- Promoter |
- | - | 60,780 | 60,780 | 0.25% |
| 14 | Adhiraj Swarup Agarwal | Non- Promoter |
- | - | 20,643 | 20,643 | 0.09% |
| 15 | Kapil Ahuja | Non- Promoter |
- | - | 26,835 | 26,835 | 0.11% |
| VM Finserve and Asset Management(Firm |
|||||||
| 16 | Represented by three of its partners namely Shripal Bhandari,Chetan Bhandari and Yogesh Bhandari) |
Non- Promoter |
- | - | 20643 | 20,643 | 0.09% |
| 17 | Vivek Jain | Non- Promoter |
- | - | 57,340 | 57,340 | 0.24% |
| 18 | Ajay Kumar Aggarwal | Non- Promoter |
- | - | 1,94,955 | 1,94,955 | 0.80% |
| Wow Investments(Firm Represented by its partners |
Non- | ||||||
| 19 | namely Brijesh Thakkar, Amit Goyal and Ashish Kumar Agrawal) |
Promoter | - | - | 14909 | 14,909 | 0.06% |
| 20 | Aarson Investments(Firm Rtd b f it |
Non- | 9175 | 9175 | 004% | ||
| epresene y one o s partner namely Sharad Goel |
Promoter | - | - | , | . | ||
| 21 | Premier Looms Manufacturers Private Limited |
Non- Promoter |
5000* | 0.02 % |
11,468 | 16,468 | 0.07% |
| 22 | Saket Agarwal | Non- Promoter |
- | - | 36,698 | 36,698 | 0.15% |
| 23 | Apurva Narendrakumar Parekh |
Non- Promoter |
- | - | 45,872 | 45,872 | 0.19% |
| 24 | Dhara Ramesh Gandhi | Non- Promoter |
- | - | 11,468 | 11,468 | 0.05% |
| 25 | Lal Bahadur Singh Chaudhary |
Non- Promoter |
- | - | 20,000 | 20,000 | 0.08% |
| 26 | Jinesh Rohitkumar Doshi | Non- Promoter |
- | - | 11,500 | 11,500 | 0.05% |
| 27 | Komal Saboo | Non- Promoter |
- | - | 20,000 | 20,000 | 0.08% |
| 28 | Shekhar Gupta HUF | Non- Promoter |
- | - | 11,468 | 11,468 | 0.05% |
| 29 | Bharath Satyaprakash | Non- Promoter |
- | - | 6,881 | 6,881 | 0.03% |
| 30 | Ritika Vegetable Oil Private Limited |
Non- Promoter |
- | - | 10,000 | 10,000 | 0.04% |
| 31 | Alok Jain | Non- Promoter |
1,200 | 0.01 % |
10,000 | 11,200 | 0.05% |
| 32 | Sushil Kumar Raniwala | Non- Promoter |
- | - | 10,000 | 10,000 | 0.04% |
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| 33 | Ridhi Share Brokers Private Limited |
Non- Promoter |
- | - | 10,000 | 10,000 | 0.04% |
| 34 | Parul Sharda | Non- Promoter |
2,786 | 0.01 % |
10,000 | 12,786 | 0.05% |
| 35 | Naveen Baid | Non- Promoter |
- | - | 10,000 | 10,000 | 0.04% |
| 36 | VC Ventures LLP | Non- Promoter |
- | - | 10,000 | 10,000 | 0.04% |
| 37 | Rajeev Lakhotia | Non- Promoter |
3,950 | 0.02 % |
5,000 | 8,950 | 0.04% |
| 38 | Sandeep Kumar Jain | Non- Promoter |
- | - | 10,000 | 10,000 | 0.04% |
| 39 | Prateek Gilara | Non- Promoter |
- | - | 10,000 | 10,000 | 0.04% |
| 40 | Ankur Goyal | Non- Promoter |
17,150 | 0.08 % |
10,000 | 27,150 | 0.11% |
| 41 | Ramesh Kumar Agarwal (HUF) |
Non- Promoter |
- | - | 5,000 | 5,000 | 0.02% |
- Premier Looms Manufacturers Private Limited, one of the proposed allottee, held NIL shares as per the last Benpos dated Friday, May 10,2024 (considered for prepreferential shareholding). Subsequently, it acquired 5,000 shares on May 14, 2024. Accordingly, the pre-preferential shareholding has been updated to reflect such acquisition in accordance with the undertaking provided by the allottee.
Note:
-
There will be no change in the Promoters neither be any change in the composition of the Board nor any change in the control of the company on account of the proposed preferential allotment. However, there will be corresponding changes in the shareholding pattern as well as voting rights consequent to issue of equity shares allotted pursuant to this preferential issue.
-
The Pre-Issue Capital has been taken the Paid-up and Listed Capital as on Relevant date i.e 2,20,14,000 Equity Shares of Rs. 10/- each for the calculation of PrePreferential shareholding of allottees.
-
The post-issue capital is derived on the assumption that the 22,15,319 Equity Shares proposed to be allotted in the present issue will be so allotted and accordingly the post issue capital after this preferential issue will be 2,42,29,319 Equity Shares of face value of Rs. 10/- each.
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s) Shareholding pattern of the issuer before and after the preferential issue:
| Sr. No. |
Category of shareholding | Pre-Preferential Shareholding Pattern |
Pre-Preferential Shareholding Pattern |
Post Preferential Shareholding Pattern |
Post Preferential Shareholding Pattern |
|---|---|---|---|---|---|
| Total No. of |
% of Total No. of |
Total No. |
% of Total No. of |
||
| shares | shares | of shares | shares | ||
| (A) | Shareholding of Promoter and Promoter Group | ||||
| 1 | Indians | ||||
| Individuals / Hindu Undivided Family |
1,63,92,815 | 74.47% | 16,402,815 | 67.70% | |
| Bodies Corporate | - | - | 115,000 | 0.47% | |
| Sub Total(A)(1) | 1,63,92,815 | 74.47% | 16,517,815 | 68.17% | |
| 2 | **Foreign ** | ||||
| Individuals (Non-Resident Individuals / |
- | - | - | - | |
| Foreign Individuals) | |||||
| Sub Total(A)(2) | - | - | - | - | |
| (B) | **Public Shareholdings ** | ||||
| 1 | Institution | 14,591 | 0.06% | 514,592 | 2.12% |
| Sub Total(B)(1) | 14,591 | 0.06% | 514,592 | 2.12% | |
| 2 | Non-Institutions | ||||
| a)Individual | 48,46,789 | 22.02% | 5,912,014 | 24.41% | |
| b)HUF | 4,73,899 | 2.15% | 4,90,367 | 2.02% | |
| c)Bodies Corporate | 85,132 | 0.39% | 593,757 | 2.45% | |
| d)NRIs | 1,82,421 | 0.83% | 182,421 | 0.75% | |
| e)ClearingMembers | 18,353 | 0.08% | 18,353 | 0.08% | |
| f) Unclaimed Suspense Account |
- | - | - | - | |
| Sub Total(B)(2) | 56,06,594 | 25.47% | 7,196,912 | 29.71% | |
| Total Public Shareholding (B)=(B)(1)+(B)(2) |
56,21,185 | 25.53% | 77,11,504 | 31.83% | |
| (C) | Shares held by Custodians and against which depository Receipts have been issued |
- | - | - | - |
| Sub-Total(C) | - | - | - | - | |
| Grand Total (A+B+C) | 2,20,14,000 | 100% | 24,229,319 | 100% |
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-
i. Pre-preferential Shareholding pattern has been considered on the basis of Benpos dated Friday, May 10,2024.
-
ii. In order to keep total % of shareholding as 100%, the % of each category has been rounded off in the best possible manner.
-
iii. It is further assumed that shareholding of the Company in all other categories will remain unchanged.
-
iv. The Company will ensure compliance with all applicable laws and regulations including the SEBI ICDR Regulations at the time of allotment of equity shares of the Company.
u) Practicing Company Secretary’s Certificate:
A certificate from CS Manoj Maheshwari (Membership No. FCS3355 and COP No. 1971) of M/s. V. M. & ASSOCIATES, Practicing Company Secretaries certifying that the Preferential Issue of Equity Shares is being made in accordance with requirements of SEBI ICDR Regulations shall be placed before the Extra-Ordinary General Meeting of the shareholders. The certificate shall be made available online for inspection to the Members at the Meeting and which can be accessed at https://www.dynamiccables.co.in/PCS-certificate.html
v) Principal terms of assets charged as securities:
Not applicable.
w) Other Disclosures:
-
i. The Company is in compliance with the conditions of continuous listing, and is eligible to make the Preferential Issue under Chapter V of the SEBI ICDR Regulations;
-
ii. The proposed allottees have not sold or transferred any Equity Shares during the 90 (Ninety) trading days preceding the relevant date.
-
iii.Since the present issue size of the company does not exceed Rs. 100.00 Crores (Rupees One Hundred Crores Only), the company is not required to appoint a monitoring agency
Accordingly, the approval of the Members of the Company is hereby sought by way of Special Resolution for authorizing the Board of Directors of the Company to create, offer, issue and allot Subscribtion Shares as specifically described in the resolutions set out at Item No(s). 2 of this Notice.
The Board of Directors believe that the proposed issue is in the best interest of the Company and its Members and therefore recommends the Special Resolution as set out in the accompanying notice for approval by the Members.
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Mr. Ashish Mangal and Mr. Rahul Mangal, Directors and their immediate relatives in individual capacity, may be deemed to be interested in the resolution to the extent of the Equity shares proposed to be allotted to the companies in which they or their relatives directly or indirectly interested. Except them None of the Director, Key Managerial Personnel and / or their respective relatives are, in anyway, concerned or interested, financially or otherwise in the proposed resolution except to the extent of their shareholding in the Company.
By the Order of the Board For Dynamic Cables Limited Sd/Naina Gupta (Company Secretary) M No. 56881
Date: 15.05.2024 Place: Jaipur Registered Office: F-260, Road No.13, VKI Area, Jaipur-302013 (Rajasthan) CIN: L31300RJ2007PLC024139