Corrigendum to AGM notice: warrant consideration restated as cash, discharged via unsecured loan adjustment
Corrigendum to the 55th AGM notice, issued after NSE observations.
- Convertible warrants (preferential basis)
- 10,64,11,079 convertible equity warrants at ₹3.77 each
- Aggregate issue size
- ₹40,11,69,768.24
- Special resolution votes in favour (Item No. 8)
- 99.7598% of valid votes in favour
Davangere Sugar has issued a corrigendum to the notice of its 55th Annual General Meeting, following observations made by NSE on that notice.
What the exchange observations were about
- NSE observed that conversion of an outstanding loan is not "consideration other than cash", and that this wording appeared in more than one place in the notice.
- NSE also asked for the current and proposed status of the allottees to be mentioned.
What the company has corrected
- The expression "consideration other than cash" is deleted and replaced with "consideration in cash", to be discharged by way of conversion/adjustment of the outstanding unsecured loans advanced in cash by the proposed allottees.
- The loan amount is uniformly stated as ₹40,11,69,768.24.
- Additions were made on the current and proposed status of the proposed allottees, who belong to the promoter and promoter group, with no change in category.
The resolution that was approved
- Members approved, by special resolution under Item No. 8, the issue of up to 10,64,11,079 convertible equity warrants, each convertible into one equity share of face value ₹1/- each, at an issue price of ₹3.77 per warrant, aggregating to ₹40,11,69,768.24, on a preferential basis to the promoters.
- Votes in favour: 9,54,83,430 shares, being 99.7598% of total valid votes; votes against: 2,29904 shares, being 0.2402%. Votes of promoters and promoter group interested in the issue were not considered for the majority.
- The company has applied for in-principle approval for listing of 106411079 equity shares to be allotted on conversion of the warrants.
What does not change
- The corrigendum does not reopen or modify the voting already concluded on Item No. 8, and does not alter the commercial terms of the preferential issue approved by members.
- The consideration, being in cash, is discharged by way of adjustment of the outstanding unsecured loans, and no fresh cash is received by the company in respect of the issue.
What a retail investor can take from this
- This is a clarification of how the transaction is described in the notice, not a fresh fund raise. The warrants are issued against unsecured loans already advanced in cash by the proposed allottees, and those loans are adjusted against the issue price.
- The quantity involved remains up to 10,64,11,079 warrants, each convertible into one equity share.
Takeaway: the terms already approved by shareholders are unchanged; the correction aligns the notice's description of the consideration with the nature of the transaction, as flagged by the exchange.
More numbers
- Convertible equity warrants approved10,64,11,079
- Issue price per warrant₹3.77
- Aggregate issue size₹40,11,69,768.24
- Equity shares for which in-principle listing approval sought106411079
- Face value per equity share₹1/-
- Shares voted in favour of Item No. 8 (consolidated)9,54,83,430
- Votes in favour as % of total valid votes99.7598
- Votes against as % of total valid votes0.2402
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