| Shree Renuka Sugars Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 01, 2008, inter alia, has considered and approved the following matters, subject to the approval of shareholders:
1. Pursuant to the provisions of Section 8l(1A) of the Companies Act, 1956 and subject to pricing, payment and conversion terms as per SEBI (Disclosure and Investor Protection) Guidelines, 2000, and subject to all necessary approvals, consents, permissions and / or sanctions as may be necessary, considered and approved the issue of 2,00,36,840 warrants of Re 1/- each, convertible into one equity share of Re 1/- each, to Promoter Group / Other Acquirers,, on preferential basis.
2. Considered raising of funds in International / Domestic markets through equity or equity linked instruments in the form of GDR / ADR / QIP / Public Issue / private Placement / follow on public offering of equity shares / Rights Issue upto US$ 200 Million in accordance with FEMA / SEBI guidelines and or other applicable laws and guidelines for various capital projects planned and for other business purposes, in one or more tranches.
3. To convene the Extraordinary General Meeting (EGM) of the Company on August 27, 2008 for obtaining shareholders approval on the aforesaid matters.
Shree Renuka Sugars Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on August 27, 2008, inter alia, to transact the following business:
1. To create, offer, issue and allot upto 2,00,36,840 (Two Crores Thirty Six Thousand Eight Hundred Forty only) warrants, convertible into equity shares of the Company of Rs 1/- (Rupee One only) each to the following promoters and other acquirers on preferential basis, warrants convertible in to 2,00,36,840 (Two Crores Thirty Six Thousand Eight Hundred Forty only) Equity shares of Rs 1 (Rupees One Only) each fully paid up at a price of Rs 114.36 (Rupees One Hundred Fourteen & Thirty Six Paise only) including premium of Rs 113.36 (Rupees One Hundred Thirteen & Thirty Six Paise only) determined in accordance with the SEBI Guidelines, subject to necessary provision and approvals.
i. Name of the Proposed Allottee (Promoter) : Murkumbi Bioagro Pvt Ltd
- No of warrants proposed to be allotted : 1,80,00,000
- Amount in Rs : 2,05,84,80,000
ii. Name of the Proposed Allottee (Other acquirers) : Shree Renuka Sugars Development Foundation
- No of warrants proposed to be allotted : 20,36,840
- Amount in Rs : 23,29,33,022
2. To create, offer, issue and allot in one or more tranches, in the course of domestic / international offerings to one or more persons as the Board may determine at its absolute discretion, whether or not they are members of the Company, including but not limited to Domestic Investors / Foreign Investors whether having presence in India or not / Institutional Investors / Foreign Institutional Investors, Members, Employees, Non-Resident Indians, Companies or Bodies Corporate whether incorporated in India or abroad, Trusts, Mutual Funds, Banks, Financial Institutions, Insurance Companies, Pension Funds, Individuals or otherwise, whether shareholders of the Company or not, through a Public Issue, Rights Issue, Preferential Issue and / or Private Placement, with or without an over-allotment option, with or without reservation on firm and / or competitive basis of such part of the issue for such person or categories of persons as may be permitted, equity shares and / or equity shares through depository receipts including Global Depository Receipts (and / or American Depository Receipts ("ADRs") and / or Foreign Currency Convertible Bonds (and / or any securities convertible into equity shares at the option of the Company and / or holder(s) of the securities and / or securities linked to equity shares and / or securities with warrants including any instruments or securities representing either equity shares and / or Foreign Currency Convertible Bonds or Convertible Securities or securities linked to equity shares or equity shares / fully convertible debentures / partly convertible debentures or any securities other than warrants, which are convertible or exchangeable with equity shares at a later date, to Qualified Institutional Buyers ("QIBs") under Chapter XIII-A of the SEBI Guidelines, being Qualified Institutions Placement ("QIP") or a combination of the foregoing ("Securities"), secured or unsecured, listed on any stock exchange Inside India or any International stock exchange outside India, through an offer document and / or prospectus and / or offer letter and / or offering circular and / or information memorandum and / or any other offering document(s) including an umbrella or shelf offering document, and / or listing particulars, as the Board in its sole discretion may at any time or times hereafter decide, for an amount not exceeding US $ 200 million (US Dollars Two Hundred million only) inclusive of such premium from time to time, such issue and allotment to be made at such time or times in one or more tranches, denominated In one or more currencies, at such price or prices In such manner and where necessary in consultation with the Lead Managers and / or Underwriters and / or Stabilizing Agents and / or other Advisors or otherwise on such terms and conditions as the Board may, in its absolute discretion, decide at the time of issue of Securities or on any other date for or at the option to the Board to retain for additional allotment, such amount of subscription not exceeding 15% of the amount of the Initial offer of each tranche as the Board may deem fit, subject to necessary provision and approvals.
(As per BSE Announcement Website dated on 04/08/2008) |
| Approved a proposal for investing an amount upto Rs 37 Crores by way of subscription, purchase or otherwise for majority shares of the equity of KBK Chem Engineering Pvt Ltd (KBK) with a further option to subscribe for warrants convertible for an additional investment for Rs 16 crores. KBK is an engineering Company, primarily engaged in providing turnkey solutions in the field of Distilleries, Ethanol plant and Bio-fuels.
Approved a Proposal for acquisition of stand alone Ethanol plant at Dhanuka Petro-Chem, a division of Dhanuka Cold Storage Pvt Ltd located at Khopoli, Maharashtra at a total consideration of Rs 55.7 Million. The said unit is having an installed capacity for manufacture of 100 klpd of Ethanol and is strategically located near JNPT port. The Board also approved an increase in the ethanol capacity of this unit from 100 klpd to 250 klpd, in the near future.
Approved the proposal to look at acquisitions and / or investments overseas.
Approved further investments in Ethanol, co-generation and sugar refining amounting to Rs 230 crores.
Pursuant to the provisions of Section 81(1A) of the Companies Act, 1956 and subject to pricing, payment and conversion terms as per SEBI (Disclosure and Investor Protection) Guidelines, 2000, and subject to all necessary approvals, consents, permissions and / or sanctions as may he necessary, considered and approved the issue of:
10,00,000 Equity Shares of Rs 10/- each, on preferential basis to Promoters / Promoter Companies;
3,00,000 and 1,00,000 warrants of Rs 10/- each on preferential basis to Shree Renuka Sugars Development Foundation and Shree Renuka Sugars Employee Welfare Trust, respectively;
6,00,000 warrants of Rs 10/- each on preferential basis to Promoter Group Companies;
(each such warrant convertible into one equity shares of Rs 10/- each)
Approved the redemption of Redeemable preference shares aggregating to Rs 60 crores.
Considered raising of equity funds in International / Domestic markets through equity or equity linked instruments in the form of GDR / ADR / Public Issue / private Placement / follow on public offering of equity shares in accordance with FEMA / SEBI guidelines and or other applicable laws and guidelines for various capital projects planned and for other business upto US $ 100 Million.
Re-appointment and payment of remuneration to Mr. Narendra Murkumbi, Managing Director of the Company, for a period of 5 years w.e.f. September 20, 2007.
To convene the Extraordinary General Meeting (EGM) of the Company on August 29, 2007 for obtaining shareholders approval on the aforesaid matters.
With reference to earlier announcement dated July 26, 2007 regarding Outcome of Board Meeting held on July 26, 2007, Shree Renuka Sugars Ltd has informed BSE that in the said announcement the date of Extra Ordinary General Meeting should be read as "August 25, 2007" instead of "August 29, 2007" for obtaining shareholders approval for matters mentioned therein.
(As Per BSE Announcement Website Dated on 31/07/2007)
Shree Renuka Sugars Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on August 25, 2007, inter alia, to transact the following business:
1. To amend the Articles of Association of the Company as under:
Following Articles 9AA(1) and 9AA(2) be inserted after Article 9A.
9AA(1). Subject to the provisions of the SEBI (Disclosure and Investor Protection) Guidelines, 2000, as may be applicable from time to time and other applicable laws and with the consent of the members of the Company by Special Resolution at a General meeting or by postal ballot, the Board of Directors of the Company or a Committee thereof duly authorised by the Board of Directors may issue and allot Warrants convertible into Equity Shares or Preference Shares or Depository Receipts evidenced by Equity Shares / Preference Shares at such rate and on such terms and conditions as may be determined at the sole discretion of the Board / Committee, to one or more persons, including existing shareholders, general public, or on preferential basis to the promoters, directors, bodies corporate, unincorporated entities, banks, financial institutions, trusts, NRIs, or such other persons from time to time as it may think fit on receipt of such amount as may be decided by the Board / Committee, subject to applicable laws. The Board of Directors of the Company shall be authorised to make provisions as to the allotment and issue of Warrants and in particular may determine to whom the same shall be offered whether at par or at premium subject to the provisions of the Companies Act, 1956 and all the applicable laws.
9AA(2). The Company may by special resolution authorise the Board to convert warrants into equity shares at such rates (including premium) terms and conditions as may be determined by the Board and in accordance with the guidelines issued by the SEBI, Stock Exchange, Central Government and other applicable laws either in a single tranche or otherwise as per the discretion of the Board.
Following Article 37B be inserted after Article 37A;
37B. The Board may from time to time subject to the terms on which any warrants convertible in to equity shares or preference shares or depository receipts evidenced by equity shares or preference shares may have been issued, make call on the warrant holders in respect of the balance amount unpaid on the warrants held by them respectively in accordance with the terms of issue of warrants, and in case the terms of warrants do not provide for the same, the Board or any Committee thereof duly empowered may determine such terms, provided that all payments must be made on or before the date of conversion of the warrants into equity shares / preference shares / depository receipts evidenced by equity shares or preference shares. In case of failure to make payment thereof in accordance with the terms of issue of warrants, or in absence of such terms, in accordance with the terms as may have been determined by the Board or any Committee thereof, duly empowered, the amount so deposited at that time of allotment of the warrant(s) shall be forfeited by the Board or any committee thereof, duly empowered.
Following Article "171A" be Inserted after Article 171;
All the dividends, if recommended by the Board and declared by the members, shall be appropriated and paid in proportion to the amount paid or credited as paid on the shares, on all shares which are allotted and in existence on or prior to the record date for determination of members entitled to dividend, even though they may not have been allotted and in existence in the financial year / period for which the dividend is recommended and declared.
2. To create, offer, issue and allot upto 10,00,000 equity shares of Rs 10/- each at a price of Rs 625.71 each and upto 10,00,000 warrants convertible into equity shares of the Company of Rs 10/- each to the following promoters and other acquirers on preferential basis, warrants convertible in to 10,00,000 Equity shares of Rs 10/- each fully paid up at a price of Rs 625.71 including premium of Rs 615.71 determined in accordance with the SEBI Guidelines.
A.promoters
A B C D
1. Murkumbi
Industries 6,00,000 37,54,26,000 6,00,000
Pvt Ltd
2. Murkumbi 4,00,000 25,02,84,000 Nil
Total 1000000 62,57,10,000 6,00,000
A - Name of the Proposed allotee
B - No of Equity Share ofRs 10/- each
C - Amount in Rs
D - No of warrants proposed to be allotted
B. Other Acquirers
A B C
1. Shree Renuka Sugars 300000 187713000
Development Foundation
2. Shree Renuka Sugars 100000 62571000
Employees Welfare Trust
A - Name of the Proposed allottee
B - No of warrants proposed to be allotted
C - Amount in Rs
Note: 1. assuming all warrants are converted to equity shares.
3. To create, offer, issue, and allot in one or more tranches, in the course of domestic / international offerings to one persons as the Board may determine at its discretion, whether or not they are members of the Company, including but not limited to Domestic Investors / Foreign Investors whether having presence in India or not / Institutional Investors / Foreign Institutional Investors, Members, Employees, Non-Resident Indians, Companies or Bodies Corporate whether incorporated in India or abroad, Trusts, Mutual Funds, Banks, Financial Institutions, Insurance Companies, Pension Funds, Individuals or otherwise, whether shareholders of the Company or not, through a Public Issue, Rights Issue, Preferential Issue and / or Private Placement, with or without an over-allotment option, with or without reservation on firm and / or competitive basis of such part of the issue for such person or categories of persons as may be permitted, equity shares and / or equity shares through depository receipts including Global Depository Receipts ("GDRs" ) and / or American Depository Receipts ("ADRs") and / or Foreign Currency Convertible Bonds ("FCCBs") and / or any securities convertible into equity shares at the option of the Company and / or holder(s) of the securities and / or securities linked to equity shares and / or securities with warrants including any instruments or securities representing either equity shares and / or Foreign Currency Convertible Bonds or Convertible Securities or securities linked to equity shares or equity shares / fully convertible debentures / partly convertible debentures or any securities other than warrants which are convertible or exchangeable with equity shares at a later date, to Qualified Institutional Buyers ("QIBs") under Chapter XIII_A of the SEBI Guidelines, being Qualified Institutions Placement ("QIP") or a combination of the foregoing ("Securities"), secured or unsecured, listed on any stock exchange inside India or any international stock exchange outside India, through offer document and / or prospectus and / or offer letter and / or offering circular and / or information memorandum and / or any other offering document(s) including an umbrella or shelf offering document, and / or listing particulars, as the Board in its sole discretion may at any time or times hereafter decide, for an amount not exceeding US$ 100 million inclusive of such premium from time to time, such issue and allotment to be made at such times or times in one or more currencies, at such price or prices in such manner and where necessary in consultation with the Lead Managers and/or Underwriters and/or Stabilizing Agents and/or other Advisors or otherwise on such terms and conditions as the Board may, in its absolute, discretion decide at the time issue of Securities or on any other date for or at the option to the Board to retain for additional allotment, such amount of subscription not exceeding 15% of the amount of the initial offer of each tranche as the Board may deem fit, subject to necessary provisions & approvals.
Further resolved that, to offer, issue and allot equity shares / fully convertible debentures / partly convertible debentures or any securities other than warrants, which are convertible into or exchangeable with equity shares ("QIP Securities", and reference to Securities in this resolution shall be deemed to include reference to QIP Securities, unless the context otherwise requires) on such date as may be determined by the Board at its absolute discretion but not later than 60 months from the date of allotment, to be subscribed on the basis of placement documents for an amount which shall not in the aggregate exceed Rs 400 Crores inclusive of such premium as may be determined in accordance with clause 13A.3 of SEBI Guidelines for Qualified Institutions Placement specified under Chapter XIII-A of SEBI (Disclosure and Investors Protection) Guidelines 2000, provided that the aggregate of funds to be raised under the authority of this resolution, by way of issue of Securities (including QIP Securities) shall not exceed US$100 Million.
4. Appointment of Mr. Nitin Puranik made by the Board of Directors as a Whole Time Director designated as Executive Director, and payment of remuneration to him for a period of three years with effect from April 20, 2007 on terms and conditions.
5. Re-appointment of Mr. Narendra M Murkumbi made by the Board of Directors as the Managing Director and payment of remuneration to him for a period of five years with effect from September 20, 2007 on terms and conditions.
(As per BSE Announcement Website Dated on 06/08/2007)
Shree Renuka Sugars Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on August 25, 2007, inter alia, have accorded to the following:
1. Amendment in the Articles of Association of the Company as under: Following Articles 9AA(1) and 9AA(2) be inserted after Article 9A. 9AA(1). Subject to the provisions of the SEBI
(Disclosure and Investor Protection) Guidelines, 2000, as may be applicable from time to time and other applicable laws and with the consent of the members of the Company by Special Resolution at a General meeting or by postal ballot, the Board of
Directors of the Company or a Committee thereof duly authorised by the Board of Directors may issue and allot Warrants convertible into Equity Shares or Preference Shares or Depository Receipts evidenced by Equity Shares / Preference Shares at
such rate and on such terms and conditions as may be determined at the sole discretion of the Board / Committee, to one or more persons, including existing shareholders, general public, or on preferential basis to the promoters, directors, bodies corporate, unincorporated entities, banks, financial institutions, trusts, NRIs, or such other persons from time to time as
it may think fit on receipt of such amount as may be decided by the Board / Committee, subject to applicable laws. The Board of Directors of the Company shall be authorised to make provisions as to the allotment and issue of Warrants and in
particular may determine to whom the same shall be offered whether at par or at premium subject to the provisions of the Companies Act, 1956 and all the applicable laws. 9AA(2). The Company may by special resolution authorise the Board to
convert warrants into equity shares at such rates (including premium) terms and conditions as may be determined by the Board and in accordance with the guidelines issued by the SEBI, Stock Exchange, Central Government and other applicable laws either in a single tranche or otherwise as per the discretion of the Board. Following Article 37B be inserted after Article 37A:
37B. The Board may from time to time subject to the terms on which any warrants convertible in to equity shares or preference shares or depository receipts evidenced by equity shares or preference shares may have been issued, make call on
the warrant holders in respect of the balance amount unpaid on the warrants held by them respectively in accordance with the
terms of issue of warrants, and in case the terms of warrants do not provide for the same, the Board or any Committee thereof duly empowered may determine such terms, provided that all payments must be made on or before the date of conversion of the warrants into equity shares / preference shares / depository receipts evidenced by equity shares or preference shares. In
case of failure to make payment thereof in accordance with the terms of issue of warrants, or in absence of such terms, in accordance with the terms as may have been determined by the Board or any Committee thereof, duly empowered, the amount so deposited at that time of allotment of the warrant(s) shall be forfeited by the Board or any committee thereof, duly empowered. Following Article "171A" be Inserted after Article 171: All the dividends, if recommended by the Board and
declared by the members, shall be appropriated and paid in proportion to the amount paid or credited as paid on the shares, on all shares which are allotted and in existence on or prior to the record date for determination of members entitled to dividend, even though they may not have been allotted and in existence in the financial year / period for which the dividend is recommended and declared.
2. Authority to the Board to create, offer, issue and allot upto 10,00,000 equity shares of Rs
10/- each at a price of Rs 625.71 each and upto 10,00,000 warrants convertible into equity shares of the Company of Rs 10/- each to the following promoters and other acquirers on preferential basis, warrants convertible in to 10,00,000 Equity shares of Rs 10/- each fully paid up at a price of Rs 625.71 including premium of Rs 615.71 determined in accordance with the SEBI
Guidelines. A. Promoters
Name of the No of equity Amount No of warrants Amount
Proposed share of in Rs proposed to be in Rs
allottee Rs 10/-each allotted
1. Murkumbi 6,00,000 37,54,26,000 6,00,000 37,54,26,000
Industries Pvt Ltd
2. Murkumbi 4,00,000 25,02,84,000 Nil Nil
Total 10,00,000 62,57,10,000 6,00,000 37,54,26,000
B. Other Acquirers
Name of the Proposed allottee No of warrants proposed Amount
to be allotted in Rs
1. Shree Renuka Sugars 3,00,000 18,77,13,000
Development Foundation
2. Shree Renuka Sugars 1,00,000 6,25,71,000
Employees Welfare Trust
Note: 1. assuming all warrants are converted to equity shares. 3. Authority to the Board to create, offer, issue, and allot in one or more
tranches, in the course of domestic / international offerings to one persons as the Board may determine at its discretion,
whether or not they are members of the Company, including but not limited to Domestic Investors / Foreign Investors whether having presence in India or not / Institutional Investors / Foreign Institutional Investors, Members, Employees, Non-Resident Indians, Companies or Bodies Corporate whether incorporated in India or abroad, Trusts, Mutual Funds, Banks, Financial
Institutions, Insurance Companies, Pension Funds, Individuals or otherwise, whether shareholders of the Company or not, through a Public Issue, Rights Issue, Preferential Issue and / or Private Placement, with or without an over-allotment
option, with or without reservation on firm and / or competitive basis of such part of the issue for such person or categories of persons as may be permitted, equity shares and / or equity shares through depository receipts including Global
Depository Receipts ("GDRs" ) and / or American Depository Receipts ("ADRs") and / or Foreign Currency Convertible Bonds
("FCCBs") and / or any securities convertible into equity shares at the option of the Company and / or holder(s) of the securities and / or securities linked to equity shares and / or securities with warrants including any instruments or
securities representing either equity shares and / or Foreign Currency Convertible Bonds or Convertible Securities or securities linked to equity shares or equity shares / fully convertible debentures / partly convertible debentures or any
securities other than warrants which are convertible or exchangeable with equity shares at a later date, to Qualified Institutional Buyers ("QIBs") under Chapter XIII?A of the SEBI Guidelines, being Qualified Institutions Placement ("QIP") or a combination of the foregoing ("Securities"), secured or unsecured, listed on any stock exchange inside India or any
international stock exchange outside India, through offer document and / or prospectus and / or offer letter and / or offering circular and / or information memorandum and / or any other offering document(s) including an umbrella or shelf offering document, and / or listing particulars, as the Board in its sole discretion may at any time or times hereafter
decide, for an amount not exceeding US$ 100 million inclusive of such premium from time to time, such issue and allotment to be made at such times or times in one or more currencies, at such price or prices in such manner and where necessary in consultation with the Lead Managers and/or Underwriters and/or Stabilizing Agents and/or other Advisors or otherwise on such
terms and conditions as the Board may, in its absolute, discretion decide at the time issue of Securities or on any other date for or at the option to the Board to retain for additional allotment, such amount of subscription not exceeding 15% of the amount of the initial offer of each tranche as the Board may deem fit, subject to necessary provisions & approvals.
Further resolved that, to offer, issue and allot equity shares / fully convertible debentures / partly convertible debentures or any securities other than warrants, which are convertible into or exchangeable with equity shares ("QIP Securities", and reference to Securities in this resolution shall be deemed to include reference to QIP Securities, unless the context
otherwise requires) on such date as may be determined by the Board at its absolute discretion but not later than 60 months from the date of allotment, to be subscribed on the basis of placement documents for an amount which shall not in the aggregate exceed Rs 400 Crores inclusive of such premium as may be determined in accordance with clause 13A.3 of SEBI
Guidelines for Qualified Institutions Placement specified under Chapter XIII-A of SEBI (Disclosure and Investors Protection) Guidelines 2000, provided that the aggregate of funds to be raised under the authority of this resolution, by way of issue of Securities (including QIP Securities) shall not exceed US$100 Million.
4. Appointment of Mr. Nitin Puranik made by the
Board of Directors as a Whole Time Director designated as Executive Director, and payment of remuneration to him for a period of three years with effect from April 20, 2007 on terms and conditions.
5. Re-appointment of Mr. Narendra M Murkumbi made
by the Board of Directors as the Managing Director and payment of remuneration to him for a period of five years with effect from September 20, 2007 on terms and conditions.
(As per BSE Bulletin dated on 05/10/2007) |