To, BSE Ltd, Security ID: BGJL. 4 th. Please find. November, You are AKSHAY S. MEHTA

Transcription

1 Date: To, The Manager, Listing Department, BSE Ltd, PJ Tower, Dalal Street, Mumbai Scrip Code: Security ID: BGJL Dear Sir, Sub: Corrigendum to the notice of Extra Ordinary General Meeting scheduled to be held on 24 November, 2018 With reference to the captioned subject, Please find attached Corrigendum to the notice of Extra Ordinary General Meeting scheduled to be held on on Saturday, the 24 th day of November, 2018 at 03:00 P.M at the registered office of the Company at 209, Shree Balaji Paragon, B/S Rock Regency Hotel, Opp. Axis Bank, Nr. Circle P, C.G.Road, Ahmedabad , Gujarat, India. You are therefore requested to take this into your official records and oblige. Thanking You For BHAKTI GEMS AND JEWELERY LIMITED 4 th AKSHAY S. MEHTA MANAGING DIRECTOR

2 BHAKTI GEMS AND JEWELLERY LIMITED (CIN: U36910GJ2010PLC060064) Registered Office : 209, Shree Balaji Paragon, B/S Rock Regency Hotel, Opp. Axis Bank, Nr. Circle P, C.G.Road, Ahmedabad , Phone No compliancebhakti@gmail.com Website: CORRIGENDUM NOTICE OF EXTRA ORDINARY GENERAL MEETING SCHEDULED TO BE HELD ON 24 TH NOVEMBER, 2018 The members may note that BHAKTI GEMS AND JEWELLERY LIMITED had issued the Notice dated October 31, 2018 (the EOGM Notice) for convening the Extra Ordinary General Meeting of the Shareholders of the Company to be held on Saturday, November 24, 2018 at 3.00 P.M. at the registered office of the company situated at 209, Shree Balaji Paragon, B/S Rock Regency Hotel, Opp. Axis Bank, Nr. Circle P, C.G.Road, Ahmedabad , Gujarat, India. The EOGM Notice has already been circulated in compliance of the provisions of the Companies Act 2013 read with Rules made there under. The Corrigendum to the Notice of EOGM is being circulated to the members in terms of the aforesaid provisions of the Companies Act, All the capitalized termed used in this Corrigendum notice, unless the context otherwise requires, shall have meaning as ascribed in the notice dated October 31, Shareholder may note following modifications/ amendments to the disclosure in the earlier EOGM Notice. 1. The relevant date mentioned in the 1 st Special Resolution titled Issue of Equity Shares on Preferential Basis shall be considered as 25 th October, 2018 instead of 24 th October, The Special Resolution and explanatory statement item No. 1 (Point I) be considered and amended accordingly. 2. The UBO (Ultimate Beneficial Owner) for Non Promoter allottees has been added in the explanatory statement item No. 1 (Point C). 3. The Certificate placed before the shareholders at the General Meeting was taken from M/s Parth Shah & Associates, Statutory Auditor of the company in accordance with the requirement of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, The same is added in the explanatory statement item No.1 (Point H). The Special Resolution No 1 mentioned in the notice dated 31 st October, 2018 will be substituted as follows. ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS: To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 42 & 62 and other applicable provisions, if any, of the Companies Act, 2013, as amended ( Companies Act ) read with the rules made thereunder, to the

3 extent notified and in effect, the applicable provisions, if any, of the Companies Act, 1956, as amended (without reference to the provisions thereof that have ceased to have effect upon notification of sections of the Companies Act 2013), and subject to the provisions of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 ( SEBI ICDR Regulations ), and subsequent amendments thereto, including but not restricted to the (SEBI ICDR Regulations), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ( SEBI Takeover Regulations ) and amendments thereto as in force and subject to other applicable rules, regulations and guidelines of the Securities and Exchange Board of India ( SEBI ) ( SEBI Regulations ), and the stock exchanges where the shares of the Company are listed ( Stock Exchanges ) and enabling provisions of the Memorandum and Articles of Association of Bhakti Gems and Jewellery Limited ( Company ) and the listing agreements entered into between the Company and the Stock Exchanges and subject to requisite approvals, consents, permissions and/or sanctions if any, SEBI, the Stock Exchanges and other appropriate authorities, as may be required and subject to such conditions as may be prescribed by any of them while granting any such approvals, consents, permissions, and/or sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the Board which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise one or more of its power including the powers conferred hereunder), the consent of members of the Company be and is hereby accorded to create, offer, issue and allot up to 19,04,760 (Nineteen Lakhs Four Thousand Seven Hundred and Sixty only) equity shares of face value of Rs.10/ each ( Equity Shares ) fully paid up, for cash, at price of Rs. 21/ per Equity Shares (inclusive of Share Premium of Rs. 11/ per share) with respect to the Relevant Date i.e 25 th October, 2018 determined in accordance with Chapter VII of SEBI ICDR Regulations for Preferential Issues to the following proposed allottees: S.NO NAME & ADDRESS Category NO. OF CONSIDERATION SHARES (in Rs.) 1 Akshay Sevantilal Mehta Promoter 7,14,285 1,49,99,985/ Address 4,Pushpak Hill Bunglows, Chamunda Nagar Railway crossing Road, B/H Anandnagar, Vejalpur, Ahmedabad PAN:AECPM3545E 2 Varshaben Akshay Mehta Promoter 7,14,285 1,49,99,985/ Address 4,Pushpak Hill Bunglows, Chamunda Nagar Railway crossing Road, B/H Anandnagar, Vejalpur, Ahmedabad PAN:AFFPM8459M 3 Veeram Vendors Private Limited Non Promoter 1,19,050 25,00,050/ Address 42/D, Sri Hari Park, Near Gopi Vallabh Tower, Times Of India Road, Satellite, Ahmedabad PAN:AAGCV2373L 4 Ardi Investment and Trading Co. Ltd. Non Promoter 3,57,140 74,99,940/ Address Shop No. 3 Hemu Castle, Dadabhai Road, Near Gokhlibai School Vile Parle (W) Mumbai PAN:AAACA3248B TOTAL 19,04,760 3,99,99,960/ RESOLVED FURTHER THAT the equity shares to be allotted to the Investor pursuant to the aforesaid preferential allotment shall rank pari passu in all respects including as to dividend, with the existing fully paid up equity shares of face value of Re.10/ each of the Company, subject to lock in as per requirements of SEBI ICDR Regulations and subject to the relevant provisions contained in the Memorandum and Articles of Association of the Company.

4 RESOLVED FURTHER THAT the Equity Shares shall be issued and allotted by the Company to the Investor in dematerialized form within a period of 15 days from the date of passing of this resolution provided that where the issue and allotment of the said Equity Shares is pending on account of pendency of any approval for such issue and allotment by any regulatory authority or the Central Government, the issue and allotment shall be completed within a period of 15 days from the date of such approval. RESOLVED FURTHER THAT the Equity Shares to be offered, issued and allotted shall be subject to lock in as provided under the provisions Chapter VII of the SEBI ICDR Regulations and the Equity Shares so offered, issued and allotted will be listed subject to the receipt of necessary regulatory permissions and approvals. RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorised on behalf of the Company to take all actions and do all such deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient to the issue or allotment of aforesaid Securities and listing thereof with the stock exchange(s) as appropriate and to resolve and settle all questions and difficulties that may arise in the proposed issue, offer and allotment of any of the said Securities, utilisation of the issue proceeds and to do all acts, deeds and 'things in connection therewith and incidental thereto as the Board in its absolute discretion deem fit, without being required to seek any further consent or approval of the 'Members or Otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of Directors, or any Director(s) or officer(s)of the Company to give effect to the aforesaid resolution." BY ORDER OF THE BOARD OF DIRECTORS OF BHAKTI GEMS AND JEWELLERY LIMITED Place: Ahmedabad Date: 17 th November, 2018 SD/ Akshay S. Mehta Managing Director

5 NOTES 1. The Statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to the Special Business set out in the Notice is annexed. 2. MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in aggregate not more than ten percent of the total share capital of the Company 3. Members / Proxies should bring the duly filled Attendance Slip at the Extra Ordinary General Meeting (EOGM). Corporate Members are requested to send a duly certified copy of the Board Resolution authorizing their representative(s) to attend and vote on their behalf at the Meeting. 4. Members seeking any information with regard to accounts are requested to write to the Company at least 10 days before the meeting so as to enable the management to keep the information ready. 5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote. 6. Members are requested to notify immediately any change in their addresses and/or the Bank Mandate details to the Company s Registrars and Share Transfer Agents, SKYLINE FINANCIAL SERVICES PVT. LTD for shares held in physical form and to their respective Depository Participants (DP) for shares held in electronic form. 7. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively) has undertaken a Green Initiative in Corporate Governance and allowed companies to share documents with its shareholders through an electronic mode. A Stock Exchanges permits companies to send soft copies of the documents to all those shareholders who have registered their address for the said purpose. Members are requested to support this Green Initiative by registering / updating their address for receiving electronic communication. 8. All the Documents referred to in the notice are open for inspection at the registered office of the Company between 11 A.M. to 5.00 P.M on any working day prior to the day of meeting and will also be available at the meeting venue on the date of meeting. 9. The Company being listed on SME Exchange and in view of provisions of Rule 20 of the Companies (Management and Administration) Rules 2014 is not mandatory to provide remote e voting facility to its member.

6 10. The venue of EOGM is as follows: Route map to the Venue of the Annual General Meeting BY ORDER OF THE BOARD OF DIRECTORS OF BHAKTI GEMS AND JEWELLERY LIMITED Place: Ahmedabad Date: 17 th November, 2018 SD/ Akshay S. Mehta Managing Director EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO. 1 Our Company is growing in its business and growth augment its working capital purposes. requires capital. Further funds are required to It is proposed therefore to raise the furtherr capital by way of a preferential issue of Equity Shares as per the Chapter VII of Securities and Exchange Board of India (issue of Capital & disclosure requirement ts) regulations 2009 and as per Section 62 and other applicable provisions if any of the Companies Act Section 62 of the Companies Act, 2013, provides, inter alia, that such further shares may be offered to any persons whether or not such persons are existing holders of equity shares of the Company as on the date of offer by way of a Special Resolution passed to that effect by the Company in General Meeting.

7 The Equity Shares of the Company to be allotted shall be subject to the Memorandum and Articles of Association of the Company and the terms of the issue. The consummation of the proposed subscription of equity Shares by proposed allottees is subject to approval from any governmental / or regulatory authorities etc., if required and / or as applicable. The Listing Agreements executed by the Company with the Bombay Stock Exchange provide that the Company shall issue or offer in the first instance all Securities to the existing equity shareholders of the Company unless the Shareholders decide otherwise. Accordingly, the consent of the shareholders is being sought, pursuant to the provisions of Section 62 and other applicable provisions of the Companies Act, 2013, Regulation 74(1) of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and amendments thereof, and in terms of the provisions of the Listing Agreements, and such other approvals as may be necessary, to issue and allot securities as stated in the Special Resolution. The proposed Special Resolutions gives (a) adequate flexibility and discretion to the Board to finalize the terms of the issue in accordance with the normal practice, (b) powers to issue and market any securities; and (c) for utilization of the issue proceeds as the Board may deem fit, without being required to seek any further consent or approvals of the Members or otherwise, with the intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution. As required under Rule 13 (2) (d) of the (Share Capital and Debentures) Rules,2014 of Companies Act 2013 and regulation 73(1) & (2) of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, the other required details are furnished as under: A. Objects of the Preferential Issue Your Company s business is growing rapidly and growth requires capital. Further funds are required to augment its working capital. It is proposed therefore to raise the further capital by way of a preferential issue of Equity Shares as per the Chapter VII of Securities and Exchange Board of India (issue of Capital & disclosure requirements) regulations 2009 and as per Section 62 and other applicable provisions if any of the Companies Act B. Intention of the promoters / directors / key management persons to subscribe to the offer The preferential issue is being made to the Promoters and other subscribers. Except Mr. Akshay Sevantilal Mehta and Mrs. Varshaben Akshay Mehta being promoter of the company, none of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested in the passing of this Resolution. C. 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, the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue Sr no Identity of Proposed allottees Category Natural Persons who are the ultimate beneficial owners P r e I s s u e shareholding No of Shares to be allotted P o s t i s s u e shareholding Of allotees 1 Akshay Sevantilal Mehta Promoter (Individual) NA 43,02,100 (63.14%) 7,14,285 50,16,385 (57.54%) 2 Varshaben Akshay Mehta Promoter (Individual) NA 3,49,500 (5.13%) 7,14,285 10,63,785 (12.20%) 3 Veeram Vendors Non Promoter Rakshit M. Shah 1,19,050 1,19,050

8 Private Limited (Company) & Pinal R. Shah (1.37%) 4 Ardi Investment Non Promoter Hiten R. Mehta 3,57,140 3,57,140 and Trading Co. Ltd. (Company) (4.10%) D. Shareholding pattern before and after the issue of shares The Figures in the following Table are as on 31 st October 2018 and excludes subsequent transfers and allotments: Particulars Pre Issue Post Issue S.No. Category No. of Shares % of Holding No. of Shares % of Holding A Promoters Shareholding Promoters 46,51, ,80, Promoter Group Sub Total (A) 46,51, ,80, B Public I. Institutional Investors Mutual Funds Financial Institutions / Banks Foreign Portfolio Investors II. Non Institutional Investors Body Corporate 13,68, ,44, Individuals 7,94, ,94, Non Resident Individuals Clearing Members Trusts Sub Total (B) 21,62, ,38, TOTAL(A+B) 68,13, ,18, Note: The post issue contains proposed allotment of shares. i. The voting rights will change in tandem with the change in shareholding pattern. ii. The figures shown in the above table assumes the following: The issue and allotment of all the Equity Shares of the issue is to proposed allottees as mentioned in the resolution. The holdings of other shareholders do not change. E. The total number of equity shares to be issued 19,04,760 (Nineteen Lakhs Four Thousand Seven Hundred and Sixty only) equity shares of face value of Rs.10/ each ( Equity Shares ) fully paid up, for cash F. Proposed time within which the allotment shall be completed The allotment of the Equity Shares are proposed to be completed within 15 days of the date of passing of the above resolutions at the annual general meeting, provided where the allotment is pending on account of pendency of any regulatory authority or Central Government approval(s), the allotment shall be completed within 15 days from the date of receipt of such approval(s). G. Pricing of Equity Shares Your Board at its meeting held on subject to approval by the Company in General Meeting and requisite statutory approvals, has: Proposed to offer for subscription by way of preferential allotment up to 19,04,760 Equity Shares of Rs.10/ each to proposed allottees at a price of Rs.21/ (Rupees Twenty One only) per Equity Share (including a premium of Rs.11/ per Equity Share) being a price higher than the price determined as per

9 Regulation 76(1) of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009: I. The average of the weekly high and low of the closing prices of the related equity shares quoted on the recognized stock exchange during the twenty six weeks preceding the relevant date; or II. The average of the weekly high and low of the closing prices of the related equity shares quoted on a recognized stock exchange during the two weeks preceding the relevant date. The average price as computed on the above basis during the twenty six weeks preceding the Relevant Date is Rs / per equity share whereas during the two weeks preceding the Relevant Date is Rs / per equity share. The higher of these two prices calculated is Rs and the issue price is Rs /, which is higher than the higher of these two calculated prices. H. Auditor s Certificate M/s Parth Shah & Associates, Statutory Auditor of the company, Chartered Accountant, certifying that the issue of shares by way of the proposed preferential allotment is being made in accordance with the requirement of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 shall be placed before the shareholders at the General Meeting. I. Relevant Date The Relevant Date in accordance with the provisions of Regulation 71(a) of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 for the preferential offer means the date as thirty days prior to the date on which this General Meeting of the Company is held, to consider, the proposed preferential offer under Section 62 of the Act. Accordingly the Relevant Date for this preferential offer is 25 th October, 2018 for this purpose; Stock Exchange means Bombay Stock Exchange of India Limited in which the highest trading volume in the company s shares has been recorded during the Twenty six weeks and two weeks immediately preceding the relevant date. J. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered value: Not Applicable. K. Lock in period: The Equity Shares allotted pursuant to exercise of entitlement attached to shall be subject to lock in as per the ICDR Regulations. Such locked in Equity Shares may however be transferable to and amongst the Promoters/Promoter Group subject to the provisions of ICDR Regulations. L. Change in control, if any, in the Company that would occur consequent to the preferential offer: There shall be no change in management or control of the Company pursuant to the issue of the equity shares. M. UNDERTAKING The Board of Directors of the Company undertakes that The Company undertakes that if require the price shall recomputed in terms of the provisions of the ICDR Regulations. If the amount payable upon the re computation is not paid within the stipulated time as mentioned in the ICDR Regulations, the specified securities shall continue to be locked in with such amount is paid by the Allottee. The proposed allotment of the Equity Shares on a preferential basis, if made, will not result in change in the management or control of the Company as per the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

10 The Company is taking necessary steps to obtain the requisite approval/s from the regulatory authorities, as may be applicable, for the proposed investment. There has not been any other preferential allotment of shares made during the year. The proposed issue of securities is in the interest of the Company and your Directors recommend the passing of the resolution under this item as a Special Resolution. BY ORDER OF THE BOARD OF DIRECTORS OF BHAKTI GEMS AND JEWELLERY LIMITED Place: Ahmedabad Date: 17 th November, 2018 SD/ Akshay S. Mehta Managing Director

11 BHAKTI GEMS AND JEWELLERY LIMITED (CIN: U36910GJ2010PLC060064) Registered Office : 209, Shree Balaji Paragon, B/S Rock Regency Hotel, Opp. Axis Bank, Nr. Circle P, C.G.Road, Ahmedabad , Phone No compliancebhakti@gmail.com Website: Extra Ordinary General Meeting Saturday, 24 th November, 2018 ATTENDANCE SLIP Folio No. /Client Id: Name of Shareholder: Address of Shareholder: I, hereby record my presence at the General Meeting of the Company to be held on Saturday, 24th November, 2018 at PM at 209, Shree Balaji Paragon, B/S Rock Regency Hotel, Opp. Axis Bank, Nr. Circle P, C.G.Road, Ahmedabad , Gujarat, India. Signature of the Member Notes: A. Only Member/Proxy can attend the meeting. No minors would be allowed at the meeting. B. Member/Proxy who wishes to attend the meeting must bring this attendance slip to the meeting and hand over at the entrance duly filled in and signed. Member/Proxy should bring his/her copy of the Notice of Extraordinary General Meeting for reference at the meeting.

12 BHAKTI GEMS AND JEWELLERY LIMITED (CIN: U36910GJ2010PLC060064) Registered Office : 209, Shree Balaji Paragon, B/S Rock Regency Hotel, Opp. Axis Bank, Nr. Circle P, C.G.Road, Ahmedabad , Phone No compliancebhakti@gmail.com Website: Form MGT 11 Proxy Form [Pursuant to section 105(6) of Companies Act, 2013 and rule 19(3) of Companies (Management and Administration) Rules, 2014] Extra Ordinary General Meeting Saturday, 24 th November, 2018 Name of the shareholder(s): Registered Address: E mail ID: Folio No./Client Id : DP ID : I/We, being member(s) of Bhakti Gems and Jewellery Limited, holding share of the company, hereby appoint A: Name Address: E mail ID: Signature: Or failing him/her B: Name Address: E mail ID: Signature: Or failing him/her C: Name Address: E mail ID: Signature: Or failing him/her As my/our proxy to attend and vote (on poll) for me/us, on my/our behalf at the General Meeting of the Company to be held on Saturday, 24th November, 2018 at PM at 209, Shree Balaji Paragon, B/S Rock Regency Hotel, Opp. Axis Bank, Nr. Circle P, C.G.Road, Ahmedabad , Gujarat, India and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No. Resolution VOTING SPECIAL BUSINESS FOR AGAINST 1 Issue Of 19,04,760 Equity Shares On Preferential Basis `