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Vakrangee Limited — Proxy Solicitation & Information Statement 2024
Oct 23, 2024
59251_rns_2024-10-23_aacedc27-d4c4-464e-8718-35f2137f9451.pdf
Proxy Solicitation & Information Statement
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Vakrangee Limited “Vakrangee Corporate House”, Plot No.93, Road No.16, M.I.D.C. Marol, Andheri (East), Mumbai - 400093. Maharashtra, W: www.vakrangee.in | L:+91 22 6776 5100 CIN: L65990MH1990PLC056669``
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VKL/C&L/2024/062
October 23, 2024
To,
Department of Corporate Relationship Corporate Relationship Department BSE Ltd. National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street, Fort, Bandra Kurla Complex, Mumbai - 400001 Bandra (East), Mumbai - 400 051 Scrip Code – 511431 Symbol - VAKRANGEE
Dear Sir/Madam,
Sub.: Corrigendum to the Notice of Postal Ballot dated September 27, 2024.
Ref.: Intimation of Notice of Postal Ballot on September 27, 2024
This has reference to the Notice of Postal Ballot dated September 27, 2024, which was already emailed to all the shareholders of the Company on September 27, 2024. The Company through this corrigendum (“Corrigendum”) wishes to bring to the attention of the Shareholders, certain changes in Notice of Postal Ballot as detailed in explanatory statement attached as Annexure A .
Kindly note that Shareholders who have already voted before the issue of this corrigendum, have the option to modify their assent or dissent by sending an e-mail to the Scrutinizer at email id: [email protected] till 5:00 pm. (IST), Sunday, October 27, 2024. In case no e-mails are received from such shareholders by the scrutinizer, the votes originally casted by them shall be treated as final and binding. Except as detailed in the above corrigendum, all other terms and contents of the Postal Ballot Notice shall remain unchanged. This corrigendum will also be available on the website of the Company www.vakrangee.in
Kindly take note of the above information
Thanking you,
Yours faithfully,
For Vakrangee Limited
AMIT VIJAY GADGIL Digitally signed by AMIT VIJAY GADGIL DN: c=IN, o=PERSONAL, title=5553, pseudonym=d1c4d731645648e2bd7846756323dd37, 2.5.4.20=98c6d69eeddb1d172fbc1b83410d80bac86a916ecbcb6aeb18a9b975664efe71, postalCode=400057, st=Maharashtra, serialNumber=9c93d8231afd6a9a378c785fcbe636d6062f3c897e2faec047176b6fc6f3bae7, cn=AMIT VIJAY GADGIL Date: 2024.10.23 11:47:52 +05'30'
Amit Gadgil Company Secretary (Mem. No.: A49442)
Vakrangee Limited “Vakrangee Corporate House”, Plot No.93, Road No.16, M.I.D.C. Marol, Andheri (East), Mumbai - 400093. Maharashtra, W: www.vakrangee.in | L:+91 22 6776 5100 CIN: L65990MH1990PLC056669``
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Annexure A
Dated: October 23, 2024
___________ CORRIGENDUM TO THE POSTAL BALLOT NOTICE DATED SEPTEMBER 27, 2024
Vakrangee Limited (“The Company”) had issued a Postal Ballot Notice dated September 27, 2024 together with Explanatory Statement (“Notice”) in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder (“the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) thereto, for seeking approval of members of the Company for the Preferential allotment of up to 20,00,00,000 (Twenty Crores Only) fully convertible warrants to the Non-Promoter Category and Increasing the Authorized Capital of the Company by way of special resolution through postal ballot process. The Notice has already been circulated to all the shareholders of the Company in due compliance with the provisions the Act and Listing Regulations on September 27, 2024.
Kindly note that Shareholders who have already voted before the issue of this corrigendum, have the option to modify their assent or dissent by sending an e-mail to the Scrutinizer at email id: [email protected] till 5:00 pm. (IST), Sunday, October 27, 2024. In case no e-mails are received from such shareholders by the scrutinizer, the votes originally casted by them shall be treated as final and binding. Except as detailed in the corrigendum, all other terms and contents of the Postal Ballot Notice shall remain unchanged. This corrigendum will also be available on the website of the Company www.rajkamalsynthetics.com. You are requested to take the same on your records.
A Corrigendum is being issued to inform Members of the Company regarding modifications / alterations in the Special Resolution pertaining to Item No. 1 and its Explanatory Statement forming part of the Postal Ballot Notice dated September 27, 2024, as briefed hereunder:
- (i) Explanatory statement: Point no V: Objects of the Preferential Issue sub point Utilization of Issue Proceeds para 3 should be read as:
The Board of Directors shall be vested with the authority, at their discretion, to modify, amend, or introduce new objects or change the amount of utilization for that object in alignment with the prevailing business requirements or strategic imperatives during the preferential period, subject to the compliance with applicable laws. This may entail rescheduling, adding new object and revising the planned expenditure and funding requirements and increasing or decreasing the expenditure for a particular purpose from the planned expenditure as may be determined by the Board, subject to compliance with applicable laws.
Vakrangee Limited “Vakrangee Corporate House”, Plot No.93, Road No.16, M.I.D.C. Marol, Andheri (East), Mumbai - 400093. Maharashtra, W: www.vakrangee.in | L:+91 22 6776 5100 CIN: L65990MH1990PLC056669``
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- (ii) Explanatory statement: Point no XII:
The intent of the promoters, directors or key management personnel or senior management of the issuer to subscribe to the offer should be read as:
None of the promoter or promoter group is subscribing to the Securities in the proposed issue. All proposed allottees belongs to ‘Non-Promoter Category’.
- (iii) Explanatory statement: Point no XXV:
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 and the percentage of post preferential issue capital that may be held by the allottee(s) and change in control, if any, in the issuer consequent to the preferential issue should be read as:
| Sr. No |
Name of the proposed allottee and Status |
Name of the ultimate beneficial owner |
Pre-issue Holding | Pre-issue Holding | Shareholding post exercise of warrants(Assuming full allotment of equity shares pursuant to conversion of warrants) |
Shareholding post exercise of warrants(Assuming full allotment of equity shares pursuant to conversion of warrants) |
|---|---|---|---|---|---|---|
| No of Equity Shares |
% of Holdings |
No of Equity Shares |
% of Holding s |
|||
| 1 | Sehej Multitrade Private Limited |
Nirmal Bohra |
- | - | 4,90,00,000 | 3.71 |
| 2 | Ashtvakra Properties Private Limited |
Ranjan Gocher |
- | - | 4,50,00,000 | 3.41 |
| 3 | Ashtvakra IT Solutions Limited |
Ranjan Gocher |
- | - | 60,00,000 | 0.45 |
| 4 | Abheek Consultancy Private Limited |
Sanjeevkumar Tarachand Bohra |
- | - | 5,00,00,000 | 3.79 |
| 5 | Sameena Multitrade Private Limited |
Ramchandr a Sharma |
- | - | 70,00,000 | 0.53 |
| 6 | Montecino Trading Private Limited |
Ramchandr a Sharma |
- | - | 30,00,000 | 0.23 |
| 7 | Calmative Trading Private Limited |
Rakesh Kathe |
- | - | 4,00,00,000 | 3.03 |
| TOTAL | 20,00,00,000 | 15.15 |
Vakrangee Limited “Vakrangee Corporate House”, Plot No.93, Road No.16, M.I.D.C. Marol, Andheri (East), Mumbai - 400093. Maharashtra, W: www.vakrangee.in | L:+91 22 6776 5100 CIN: L65990MH1990PLC056669``
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(iv) There has been a typo error taken place in mentioning the total of the Shareholding in pre issue segment in Annexure A titled as “Total Public Shareholding (B) = (B)(1)+(B)(2 ) ” in the said Notice. For the sake of better clarity and understanding, the revised Annexure A of the said explanatory statement should be read as :
| Sr No. | Category of Shareholder(s) | Pre-Issue* | Pre-Issue* | Post- Issue (Assuming full allotment of equity shares pursuant to conversion of warrants)$ |
Post- Issue (Assuming full allotment of equity shares pursuant to conversion of warrants)$ |
|---|---|---|---|---|---|
| No. of shares held |
% of share holding |
No. of shares held |
% of share holding |
||
| (A) | Shareholding of Promoter and Promoter Group |
||||
| 1 | Indian | ||||
| Individuals/ Hindu Undivided Family |
6,93,03,095 | 6.44 | 6,93,03,095 | 5.25 | |
| (b) | Central Government/ State Government(s) |
0 | 0 | 0 | 0 |
| (c) | Bodies Corporate | 38,20,50,070 | 35.49 | 40,20,50,070 | 30.46 |
| (d) | Financial Institutions/ Banks |
0 | 0 | 0 | 0 |
| (e) | Any Others | 0 | 0 | 0 | 0 |
| Sub Total(A)(1) | 45,13,53,165 | 41.93 | 47,13,53,165 | 35.72 | |
| 2 | **Foreign ** | ||||
| (a) | Individuals (Non-Residents Individuals/ Foreign Individuals) |
0 | 0 | 0 | 0 |
| ,(b) | Bodies Corporate | 0 | 0 | 0 | 0 |
| (c) | Institutions | 0 | 0 | 0 | 0 |
| (d) | AnyOthers | 0 | 0 | 0 | 0 |
| Sub Total(A)(2) | NIL | 0.00 | NIL | 0.00 | |
| Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) |
45,13,53,165 | 41.93 | 47,13,53,165 | 35.72 | |
| (B) | Public shareholding | ||||
| 1 | Institutions | ||||
| (a) | Alternate Investment Funds | 10000 | 0.00 | 10000 | 0.00 |
| (b) | Financial Institutions/ Banks |
16,488 | 0.00 | 16,488 | 0.00 |
| (c) | Central Government/ State Government(s) |
0 | 0 | 0 | 0 |
| (d) | Venture Capital Funds | 0 | 0 | 0 | 0 |
Vakrangee Limited “Vakrangee Corporate House”, Plot No.93, Road No.16, M.I.D.C. Marol, Andheri (East), Mumbai - 400093. Maharashtra, W: www.vakrangee.in | L:+91 22 6776 5100 CIN: L65990MH1990PLC056669``
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| (e) | Insurance Companies | 6,65,46,981 | 6.18 | 6,65,46,981 | 5.04 |
|---|---|---|---|---|---|
| (f) | Foreign Institutional Investors |
3,15,03,809 | 2.93 | 3,15,03,809 | 2.38 |
| (g) | Foreign Venture Capital Investors |
0 | 0 | 0 | 0 |
| (h) | Any Other | 0 | 0 | 0 | 0 |
| Sub-Total(B)(1) | 9,80,77,278 | 9.11 | 9,80,77,278 | 7.43 | |
| 2 | Non-institutions | ||||
| (a) | Bodies Corporate | 8,86,35,859 | 8.23 | 31,15,74,292 | 23.61 |
| (b) | Individuals | 0 | 0 | 0 | 0 |
| I | i. Individual shareholders holding nominal share capital upto Rs 2 lakh |
30,49,60,943 | 28.33 | 30,49,60,943 | 23.11 |
| II | ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakh. |
6,72,12,783 | 6.24 | 6,72,12,783 | 5.09 |
| (c) | Any Other | 6,63,34,829 | 6.16 | 6,63,34,829 | 5.02 |
| Sub-Total(B)(2) | 52,71,44,414 | 48.96 | 75,00,82,847 | 56.84 | |
| (B) | Total Public Shareholding (B)= (B)(1)+(B)(2) |
62,52,21,692 | 58.07 | 84,81,60,125 | 64.27 |
| TOTAL (A)+(B) | 1,07,65,74,857 | 100.00 | 1,31,95,13,290 | 100.00 | |
| (C) | Shares held by Custodians and against which DRs have been issued |
0 | 0 | 0 | 0 |
| GRAND TOTAL(A)+(B)+(C) | 1,07,65,74,857 | 100.00 | 1,31,95,13,290 | 100.00 |
- The Shareholding Details are as per the Shareholding Pattern for the quarter ended June 30,2024 filed with the Stock Exchange $ The Shareholding details are assuming the full conversion of outstanding warrants.
This Corrigendum to the Postal Ballot Notice shall form an integral part of the Postal Ballot Notice, which has already been circulated to the Shareholders of the Company, and on and from the date hereof, the Postal Ballot 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 Postal Ballot Notice, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.
Vakrangee Limited “Vakrangee Corporate House”, Plot No.93, Road No.16, M.I.D.C. Marol, Andheri (East), Mumbai - 400093. Maharashtra, W: www.vakrangee.in | L:+91 22 6776 5100 CIN: L65990MH1990PLC056669``
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This corrigendum is being uploaded on the website of the Company at www.vakrangee.in and on the website of BSE Ltd. at www.bseindia.com and the National Stock Exchange of India Ltd. at www.nseindia.com where the shares of the Company are listed.
Thanking you,
Yours faithfully,
For Vakrangee Limited
AMIT VIJAY GADGIL Digitally signed by AMIT VIJAY GADGIL DN: c=IN, o=PERSONAL, title=5553, pseudonym=d1c4d731645648e2bd7846756323dd37, 2.5.4.20=98c6d69eeddb1d172fbc1b83410d80bac86a916ecbcb6aeb18a9b975664efe71, postalCode=400057, st=Maharashtra, serialNumber=9c93d8231afd6a9a378c785fcbe636d6062f3c897e2faec047176b6fc6f3bae7, cn=AMIT VIJAY GADGIL Date: 2024.10.23 11:48:20 +05'30'
Amit Gadgil Company Secretary (Mem. No.: A49442) October 23, 2024