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Rushil Decor Limited — Proxy Solicitation & Information Statement 2023
Nov 7, 2023
61709_rns_2023-11-07_f708101e-1e9b-4e7a-8298-e25caf3897d6.pdf
Proxy Solicitation & Information Statement
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••• ••• ••• RUSHIL DECOR LIMITED
WE'L L MAKE IT
RDU078/2023-24 Date: 07.11.2023
To, National Stock Exchange of India Ltd. Exchange Plaza, Bandra - Kurla Complex, Bandra (E), Mumbai - 400 051 NSE EQUITY SYMBOL: RUSHIL
To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 BSE SCRIPT CODE: 533470
ISIN: INE573K01017
Sub: Corrigendum to the Notice of the Extra Ordinary General Meeting.
In continuation to our intimation Letter No. RDU069/2023-24 dated October 27, 2023, we are submitting herewith the corrigendum to the notice of Extra Ordinary General Meeting ("EGM") scheduled to be held on Saturday, November 18, 2023 at 11.15 a.m. through Video Conferencing / Other Audio-Visual Means. Copy of the said corrigendum to the EGM Notice is also uploaded on the website of the Company i.e. www.rushil.com.
You are requested to take the same on your records.
Thanking you,
Yours faithfully
For, Rushil Decor Limited HASMUKH Digitally signed by HASMUKH KANUBHAI KANUBHAI MODI Date: 2023.11.07 MODI 16:47:43 +05'30'
Hasmukh K. Modi Company Secretary
Encl.: Corrigendum to the Notice of EGM
•••
RUSHIL DECOR LTD .. RUSHIL HOUSE, NEAR NEELKANTH GREEN BUNGALOW, OFF SINDHU BHAVAN ROAD, SHILAJ, AHMEDABAD -380058, GUJARAT, INDIA.
REGD. OFFICE: S. NO. 125, NEAR KALYANPURA PATIA, VILLAGE ITLA, GANDHINAGAR-MANSA ROAD, TA. KALOL, DIST. GANDHINAGAR-382845, GUJARAT, INDIA. I GIN: L25209GJ1993PLC019532
PH: +91-79-61400400 I FAX: +91-79·61400401 I EMAIL: [email protected] I WWW.RUSHIL.COM
RUSHIL DECOR LIMITED
Corporate Identification Number (CIN): L25209GJ1993PLC019532
Registered Office: : S. No. 125, Near Kalyanpura Patia, Gandhinagar Mansa Road, Kalol, Village Itla, Gandhinagar – 382 845, Gujarat, India, Corporate Office: Rushil House, Near Neelkanth Green Bungalow, Off. Sindhu Bhavan Road, Shilaj, Ahmedabad-380 058, Gujarat, India; Tel. No.: +91 79 6140 0400
Email id: [email protected]; Website: www.rushil.com
CORRIGENDUM TO NOTICE OF EXTRA-ORDINARY GENERAL MEETING (EGM)
An Extra-Ordinary General Meeting (“ EGM ”) of the Members of Rushil Decor Limited (“ Company ”) is scheduled to be held on Saturday, November 18, 2023 at 11.15 A.M. (IST) through Video Conferencing ( “VC” )/ Other Audio-Visual Means ( “OAVM” ). The Notice of the EGM (“ EGM Notice ”) was dispatched to the Shareholders of the Company on October 27, 2023 in due compliance with the provisions of the Companies Act, 2013, and rules made thereunder, read with circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India.
This corrigendum is being issued to give notice to amend the details as mentioned herein and pursuant to the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018:
- The names of the proposed allottees as mentioned in the Resolution No. 1 and point no. 6, 7 and 10 of the Explanatory Statement, for issuance of Warrants convertible into Equity Shares on Preferential Basis shall be read as below:
| read as below: | |
|---|---|
| Names provided in EGM Notice/Explanatory Statement | Rectified names |
| NVS Corporate ConsultancyPrivate Limited | NVS Corporate Consultancy Services Private Limited |
| Omkara Capital | Omkara Capital Private Limited |
| Goshar Infrastructure | Goshar Infra Projects Private Limited |
-
One of the proposed allottees viz. Anoop Jain HUF (Non-Promoter) whose name is mentioned in the table of list of allottees in the EGM Notice dated October 26, 2023 has been disqualified for the present preferential issue/offer due to breach of condition of Regulation 167(6) read with Regulation 159(1) of the SEBI (ICDR) Regulations, 2018. Due to such disqualification, the name of Anoop Jain HUF has been removed from the list of proposed allottees. It is now proposed to allot the warrants which was being proposed to be allotted to Anoop Jain HUF to Anoop Jain. Further the list of allottees has been rearranged from Sr. No. 1 to 39.
-
The names of the proposed allottees as mentioned in the Resolution No. 1 of EGM Notice for issuance of Warrants convertible into Equity Shares on Preferential Basis shall be amended and read as below:
| Sr. No. |
Name of the proposed allottees | Category | No. of Warrants up to |
Investment amount up to (Rs.) |
|---|---|---|---|---|
| 1 | Rushil Krupesh Thakkar | Promoter Group | 11,00,000 | 32,67,00,000 |
| 2 | Masumi Thakkar | Promoter Group | 1,00,000 | 2,97,00,000 |
| 3 | Vespera Fund limited | Public | 10,00,000 | 29,70,00,000 |
| 4 | NAV CAPITAL VCC - NAV CAPITAL EMERGING STAR FUND |
Public | 2,00,000 | 5,94,00,000 |
| 5 | NVS Brokerage Private Limited | Public | 1,00,000 | 2,97,00,000 |
| 6 | NVS Corporate Consultancy Services Private Limited |
Public | 1,00,000 | 2,97,00,000 |
| 7 | Amar Alliance Securities Private Limited |
Public | 1,00,000 | 2,97,00,000 |
| 8 | Vinod Sethi | Public | 1,00,000 | 2,97,00,000 |
|---|---|---|---|---|
| 9 | Omkara Capital Private Limited | Public | 1,00,000 | 2,97,00,000 |
| 10 | Technegic General TradingLLC | Public | 1,00,000 | 2,97,00,000 |
| 11 | Kushaal Saraf | Public | 75,000 | 2,22,75,000 |
| 12 | Wow Investments | Public | 70,000 | 2,07,90,000 |
| 13 | AnoopJain | Public | 70,000 | 2,07,90,000 |
| 14 | Navin Mahavirprasad Dalmia | Public | 50,000 | 1,48,50,000 |
| 15 | PradipRatanchand Surana | Public | 50,000 | 1,48,50,000 |
| 16 | Brijendra Kumar | Public | 50,000 | 1,48,50,000 |
| 17 | Rahul Menon | Public | 50,000 | 1,48,50,000 |
| 18 | Vineet Arora | Public | 50,000 | 1,48,50,000 |
| 19 | Ande PrathapReddy | Public | 50,000 | 1,48,50,000 |
| 20 | Aditya Aggarwal | Public | 50,000 | 1,48,50,000 |
| 21 | RipunjayAggrawal | Public | 50,000 | 1,48,50,000 |
| 22 | Sharad Goel | Public | 50,000 | 1,48,50,000 |
| 23 | Nalin Vrajlal Shah | Public | 45,000 | 1,33,65,000 |
| 24 | Adiraju Rajendra Prasad | Public | 40,000 | 1,18,80,000 |
| 25 | Dayata Sirish | Public | 40,000 | 1,18,80,000 |
| 26 | VirajAggarwal | Public | 40,000 | 1,18,80,000 |
| 27 | Nikhil Tyagi | Public | 40,000 | 1,18,80,000 |
| 28 | Reena Karwa | Public | 35,000 | 1,03,95,000 |
| 29 | Gaurav Verma | Public | 35,000 | 1,03,95,000 |
| 30 | Luxurious Inland Developers LLP | Public | 35,000 | 1,03,95,000 |
| 31 | BRJ Resources Private Limited | Public | 30,000 | 89,10,000 |
| 32 | DilipKeshrimal Sanklecha | Public | 30,000 | 89,10,000 |
| 33 | Sangeeta Venkatraman | Public | 30,000 | 89,10,000 |
| 34 | Sureshchand Narsinglal Jain | Public | 25,000 | 74,25,000 |
| 35 | Lanka V N Muralidhar | Public | 25,000 | 74,25,000 |
| 36 | Goshar Infra Projects Private Limited |
Public | 25,000 | 74,25,000 |
| 37 | Abhishek Agarwala | Public | 20,000 | 59,40,000 |
| 38 | Hypotenuse Investment | Public | 20,000 | 59,40,000 |
| 39 | Ten EightyInvestment | Public | 20,000 | 59,40,000 |
- In the Explanatory Statement, point no. 6 - 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 shall be amended and read as below:
| Sr. No. |
Name of Proposed Allottees | Category | Ultimate Beneficial Owners |
|---|---|---|---|
| 1 | Amar Alliance Securities Private Limited | Public | Ripunjay Aggrawal |
| 2 | BRJ Resources Private Limited | Public | Pravina Bhansali |
| 3 | Goshar Infra Projects Private Limited | Public | Karan Goshar |
| 4 | Hypotenuse Investment | Public | Brijesh Thakkar |
| 5 | Luxurious Inland Developers LLP | Public | Sameer Harjai |
| 6 | NAV CAPITAL VCC - NAV CAPITAL EMERGING STAR FUND |
Public | Bishir K Mehta |
|---|---|---|---|
| 7 | NVS Brokerage Private Limited | Public | Nalin Shah |
| 8 | NVS Corporate Consultancy Services Private Limited |
Public | Anahaita Shah |
| 9 | Omkara Capital Private Limited | Public | Varinder Bansal |
| 10 | Technegic General Trading LLC | Public | Meenakshi |
| 11 | Ten Eighty Investment | Public | Nidhi Thakkar |
| 12 | Vespera Fund limited | Public | Raj Bhatt |
| 13 | Wow Investments | Public | Amit Goyal |
- In the Explanatory Statement, point no. 7 - The percentage of post preferential issue capital that may be held by the allottees and change in control, if any, in the issuer consequent to the Preferential issue shall be amended and read as below:
| Name of the proposed Allottees |
Category | Pre-Issue Shareholding |
Pre-Issue Shareholding |
Issue of Warrants (Present Issue)(No.)$ |
Post Issue Shareholding after conversion of Warrants |
Post Issue Shareholding after conversion of Warrants |
|---|---|---|---|---|---|---|
| No. of shares |
% | No. of shares |
% | |||
| Rushil Krupesh Thakkar | Promoter Group |
4,02,796 | 1.52 | 11,00,000 | 15,02,796 | 4.89 |
| Masumi Thakkar | Promoter Group |
0 | 0 | 1,00,000 | 1,00,000 | 0.33 |
| Vespera Fund limited | Public | 0 | 0 | 10,00,000 | 10,00,000 | 3.25 |
| NAV CAPITAL VCC - NAV CAPITAL EMERGING STAR FUND |
Public | 0 | 0 | 2,00,000 | 2,00,000 | 0.65 |
| NVS Brokerage Private Limited |
Public | 2 | 0 | 1,00,000 | 1,00,002 | 0.33 |
| NVS Corporate Consultancy Services Private Limited |
Public | 0 | 0 | 1,00,000 | 1,00,000 | 0.33 |
| Amar Alliance Securities Private Limited |
Public | 0 | 0 | 1,00,000 | 1,00,000 | 0.33 |
| Vinod Sethi | Public | 0 | 0 | 1,00,000 | 1,00,000 | 0.33 |
| Omkara Capital Private Limited |
Public | 0 | 0 | 1,00,000 | 1,00,000 | 0.33 |
| Technegic General Trading LLC |
Public | 0 | 0 | 1,00,000 | 1,00,000 | 0.33 |
| Kushaal Saraf | Public | 0 | 0 | 75,000 | 75,000 | 0.24 |
| Wow Investments | Public | 0 | 0 | 70,000 | 70,000 | 0.23 |
| AnoopJain | Public | 0 | 0 | 70,000 | 70,000 | 0.23 |
| Navin Mahavirprasad Dalmia | Public | 0 | 0 | 50,000 | 50,000 | 0.16 |
| PradipRatanchand Surana | Public | 0 | 0 | 50,000 | 50,000 | 0.16 |
| Brijendra Kumar | Public | 0 | 0 | 50,000 | 50,000 | 0.16 |
| Rahul Menon | Public | 0 | 0 | 50,000 | 50,000 | 0.16 |
| Vineet Arora | Public | 0 | 0 | 50,000 | 50,000 | 0.16 |
| Ande PrathapReddy | Public | 0 | 0 | 50,000 | 50,000 | 0.16 |
| Aditya Aggarwal | Public | 0 | 0 | 50,000 | 50,000 | 0.16 |
|---|---|---|---|---|---|---|
| RipunjayAggrawal | Public | 0 | 0 | 50,000 | 50,000 | 0.16 |
| Sharad Goel | Public | 0 | 0 | 50,000 | 50,000 | 0.16 |
| Nalin Vrajlal Shah | Public | 0 | 0 | 45,000 | 45,000 | 0.15 |
| Adiraju Rajendra Prasad | Public | 0 | 0 | 40,000 | 40,000 | 0.13 |
| Dayata Sirish | Public | 0 | 0 | 40,000 | 40,000 | 0.13 |
| VirajAggarwal | Public | 0 | 0 | 40,000 | 40,000 | 0.13 |
| Nikhil Tyagi | Public | 0 | 0 | 40,000 | 40,000 | 0.13 |
| Reena Karwa | Public | 0 | 0 | 35,000 | 35,000 | 0.11 |
| Gaurav Verma | Public | 0 | 0 | 35,000 | 35,000 | 0.11 |
| Luxurious Inland Developers LLP |
Public | 0 | 0 | 35,000 | 35,000 | 0.11 |
| BRJ Resources Private Limited |
Public | 0 | 0 | 30,000 | 30,000 | 0.10 |
| DilipKeshrimal Sanklecha | Public | 0 | 0 | 30,000 | 30,000 | 0.10 |
| Sangeeta Venkatraman | Public | 0 | 0 | 30,000 | 30,000 | 0.10 |
| Sureshchand Narsinglal Jain | Public | 0 | 0 | 25,000 | 25,000 | 0.08 |
| Lanka V N Muralidhar | Public | 0 | 0 | 25,000 | 25,000 | 0.08 |
| Goshar Infra Projects Private Limited |
Public | 0 | 0 | 25,000 | 25,000 | 0.08 |
| Abhishek Agarwala | Public | 0 | 0 | 20,000 | 20,000 | 0.07 |
| Hypotenuse Investment | Public | 0 | 0 | 20,000 | 20,000 | 0.07 |
| Ten EightyInvestment | Public | 0 | 0 | 20,000 | 20,000 | 0.07 |
- In the Explanatory Statement, point no. 10 - The current and proposed status of the allottees post the preferential issue namely, promoter or non-promoter shall be amended and read as below:
| Sr. No. | Name of Proposed Allottees | Current status of Proposed Allottees |
Proposed status of the Proposed Allottees |
|---|---|---|---|
| 1 | Rushil Krupesh Thakkar | Promoter Group | Promoter Group |
| 2 | Masumi Thakkar | Promoter Group | Promoter Group |
| 3 | Vespera Fund limited | Public | Public |
| 4 | NAV CAPITAL VCC - NAV CAPITAL EMERGING STAR FUND |
Public | Public |
| 5 | NVS Brokerage Private Limited | Public | Public |
| 6 | NVS Corporate Consultancy Services Private Limited |
Public | Public |
| 7 | Amar Alliance Securities Private Limited | Public | Public |
| 8 | Vinod Sethi | Public | Public |
| 9 | Omkara Capital Private Limited | Public | Public |
| 10 | Technegic General TradingLLC | Public | Public |
| 11 | Kushaal Saraf | Public | Public |
| 12 | Wow Investments | Public | Public |
| 13 | AnoopJain | Public | Public |
| 14 | Navin Mahavirprasad Dalmia | Public | Public |
| 15 | PradipRatanchand Surana | Public | Public |
| 16 | Brijendra Kumar | Public | Public |
| 17 | Rahul Menon | Public | Public |
|---|---|---|---|
| 18 | Vineet Arora | Public | Public |
| 19 | Ande PrathapReddy | Public | Public |
| 20 | Aditya Aggarwal | Public | Public |
| 21 | RipunjayAggrawal | Public | Public |
| 22 | Sharad Goel | Public | Public |
| 23 | Nalin Vrajlal Shah | Public | Public |
| 24 | Adiraju Rajendra Prasad | Public | Public |
| 25 | Dayata Sirish | Public | Public |
| 26 | VirajAggarwal | Public | Public |
| 27 | Nikhil Tyagi | Public | Public |
| 28 | Reena Karwa | Public | Public |
| 29 | Gaurav Verma | Public | Public |
| 30 | Luxurious Inland Developers LLP | Public | Public |
| 31 | BRJ Resources Private Limited | Public | Public |
| 32 | DilipKeshrimal Sanklecha | Public | Public |
| 33 | Sangeeta Venkatraman | Public | Public |
| 34 | Sureshchand Narsinglal Jain | Public | Public |
| 35 | Lanka V N Muralidhar | Public | Public |
| 36 | Goshar Infra Projects Private Limited | Public | Public |
| 37 | Abhishek Agarwala | Public | Public |
| 38 | Hypotenuse Investment | Public | Public |
| 39 | Ten EightyInvestment | Public | Public |
This Corrigendum to the EGM Notice shall form an integral part of the EGM Notice, which has already been circulated to the Shareholders of the Company and on and from the date hereof, the EGM Notice shall always be read in conjunction with this Corrigendum. Accordingly, all concerned shareholders, Stock Exchanges, Depositories, Registrar and Share Transfer Agent, agencies appointed for e-voting, other Authorities, regulators, and all other concerned persons are requested to take note of the above changes. All other contents of the EGM Notice, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.
This Corrigendum is also being published in the Financial Express (English Newspaper), Free Press Gujarat (English newspaper) and Jai Hind (Gujarati Newspaper) and will also be made available on website of both the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited, on the website of the Company at www.rushil.com and on the website of NSDL at www.evoting.nsdl.com.
Date: November 07, 2023 Place: Ahmedabad
For, Rushil Decor Limited Sd/Hasmukh K. Modi Company Secretary