Angel Commodities Broking Pvt. Ltd. of EGM_ACBPL.pdf · Angel Commodities Broking Pvt. Ltd. A copy of the Scheme, the Explanatory Statement under Section 230(3) of the Act, read with

Angel Commodities Broking Pvt. Ltd.

September 15, 2017

Dear Member,

You are cordially invited to attend the Extraordinary General Meeting (‘the EGM’) of the equity

shareholders of the Angel Commodities Broking Private Limited. The EGM is scheduled to be held on

Monday, 9th October, 2017 at 2.00 p.m. at 6th Floor, Ackruti Star, Central Road, MIDC, Andheri East,

Mumbai-400 093.

The Agenda being considering, and if thought fit, approving with or without modification, the

amalgamation proposed to be made between the Company and Angel Commodities Broking Private

Limited. The approval of the scheme of amalgamation from Statutory authorities requires the

maximum number of members’ approval.

Please note that the Board of Directors in their meeting held on 17th August, 2017 approved the

Scheme of Amalgamation. Further, in accordance with Section 233 of the Companies Act, 2013 read

with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, notice to Registrar

of Companies, the Official Liquidator, Mumbai and other persons has already been given inviting

their comments/suggestions/observations/approval to the proposed scheme, no objections have

been received from Registrar of Company and Official Liquidator or from any other persons so far.

You are requested to kindly attend the EGM. A copy of the Scheme along with Statement under Section 230(3) of the Companies Act, 2013 read with sub rule (3) of rule 6 of the Companies

(Compromises, Arrangements and Amalgamations) Rules, 2016 and the Declaration of Solvency

made in pursuance of clause (c) of sub-section (1) of Section 233 of the Act is enclosed for your

perusal.

Thanking you,

Yours truly,

For Angel Commodities Broking Private Limited

Santanu Syam

Director

(DIN:03163144)


Notice of the Extraordinary General Meeting of Equity Shareholders

Notice is hereby given that pursuant to provisions of Section 233(1)(b) of the Companies Act, 2013

(“Act”) a general meeting of the Equity Shareholders will be held on Monday, 9th October, 2017 at

2.00 p.m. at 6th Floor, Ackruti Star, Central Road, MIDC, Andheri East, Mumbai-400 093 for the

purpose of considering and if thought fit, approving, with or without modification(s), the proposed

Scheme of Amalgamation between Angel Commodities Broking Private Limited (“ACBPL” or

“Transferor Company”) and Angel Broking Private Limited (“ABPL” or “Transferee Company”)

and their respective shareholders and creditors (“Scheme”) with requisite majority:

“RESOLVED THAT pursuant to the provisions of Sections 233(1)(b) and other applicable provisions of

the Companies Act, 2013, and the Companies (Compromises, Arrangements & Amalgamation) Rules

2016 and subject to the approvals , sanctions and permissions of the various regulatory or appropriate

authorities as may be necessary (“Appropriate Authorities”) and subject to such conditions and

modifications as may be prescribed or imposed by the Appropriate Authorities while granting such

consents, approvals and permissions, the Scheme of Amalgamation between Angel Broking Private

Limited and Angel Commodities Broking Private Limited and their respective shareholders and

creditors (“Scheme”) placed before the meeting be and is hereby approved.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution and for removal of

any difficulties or doubts, the Board of Directors of Angel Broking Private Limited (hereinafter referred

to as the “Board”, which term shall be deemed to mean and include any of its committee(s) or any

person(s) which the Board may nominate or constitute to exercise its powers, including the powers

conferred under this resolution), be and is hereby authorized to do all such acts, deeds, matters and

things as it may, in its absolute discretion, deem necessary, expedient, usual or proper, and to settle any

questions or difficulties or doubts that may arise, including passing of such accounting entries and /or

making such adjustments in the books of accounts as considered necessary to give effect to the above

resolution, including settling of any questions or difficulties arising under the Scheme or in regard to

and of the meaning or interpretation of the Scheme or implementation thereof or in any matter

whatsoever connected therewith, and if necessary, to waive any of those, and to do all acts, deeds and

things as may be necessary, desirable or expedient for carrying the Scheme into effect or to carry out

such modifications/directions as may be required and/or imposed and/or permitted by the

Appropriate Authorities.”

Persons entitled to attend and vote at the said meeting, may vote in person or by proxy or through

authorized representative, provided that a proxy in the prescribed form, duly signed by you or your authorised representative, is deposited at the registered office of the Company at G-1, Akruti Trade

Centre, Road No-7, MIDC, Mumbai-400 093, not later than 48 (forty eight) hours before the scheduled time of the commencement of the aforesaid meeting.


A copy of the Scheme, the Explanatory Statement under Section 230(3) of the Act, read with rule 6 of

the Companies (Compromises, Arrangements and Amalgamation) Rules 2016 (“Rules”), Declaration

of Solvency, Form of Proxy and Attendance Slip are enclosed herewith. Form of proxy can also be

obtained from the registered office of the Company.

By Order of the Board

For Angel Commodities Broking Private Limited

Santanu Syam

Director

(DIN:03163144)

Date: 15th September, 2017

Place: Mumbai Registered Office: G-1, Akruti Trade Centre, Road No-7, MIDC, Mumbai-400 093

Notes:

1. Only a registered shareholder of the Company is entitled to attend and vote at the meeting.

A REGISTERED SHAREHOLDER IS ENTITLED TO APPOINT A PROXY TO ATTEND AND

VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE

COMPANY.

2. All alterations made in the Form of Proxy should be initialed. The Proxy Form duly filled in must be deposited at the Registered Office of the Company and not less than 48 (forty eight)

hours before the scheduled time for commencement of the meeting of the shareholders.

3. As per Section 105 of the Act and rules made thereunder, a person can act as proxy on behalf of members not exceeding 50 (fifty) in number and holding in the aggregate not more

than 10 (ten) percent of the total share capital of the company carrying voting rights. Further, a member holding more than 10 (ten) percent of the total share capital of the

Company carrying voting rights may appoint a single person as proxy and such person shall

not act as proxy for any other person or shareholder.

4. Only registered shareholders of the Company may attend and vote (either in person or by proxy or by authorised representative of a body corporate as per Section 113 of the Act) at

the General Meeting of the shareholders. The authorised representative of a body corporate which is a registered shareholder of the Company may attend and vote at the shareholders'

meeting provided a certified copy of the resolution of the board of directors or other governing body of the body corporate authorizing such representative to attend and vote at

the shareholders' meeting as required under Section 113 of the Act is deposited at the registered office of the Company not later than 48 (forty eight) hours before the meeting.


5. Members/proxies/authorized representatives attending the meeting are requested to bring

a copy of the notice of the meeting, and produce it at the entrance of the meeting venue,

along with duly filled signed attendance slip.

6. Members are informed that in case of joint holders attending the meeting, only such joint

holder whose name stands first in the Register of Members of the Company in respect of

such joint holding will be entitled to vote and in his/her absence by the next named

member of the Company.

7. The documents referred to in the accompanying Explanatory Statement shall be open for

inspection by the shareholders at the Registered Office of the Company on all working days

(except Saturdays, Sundays and Public Holidays) between 10.30 a.m. to 12.30 p.m. upto one

day prior to the date of the meeting of the shareholders.

8. During the period beginning 24 (twenty four) hours before the time fixed for the

commencement of the meeting of the shareholders and ending with the conclusion of the

concerned meeting, the shareholder would be entitled to inspect the proxies lodged at any

time during the business hours of the Company, provided that not less than 3 (three) days’ notice in writing is given to the Company.

9. Route Map of the venue of the meeting is given at the end of the Explanatory Statement.

Encl: As above


EXPLANATORY STATEMENT UNDER SECTION 230 AND SECTION 102 OF THE COMPANIES ACT,

2013 TO THE NOTICE OF THE GENERAL MEETING OF THE SHAREHOLDERS OF ANGEL

COMMODITIES BROKING PRIVATE LIMITED

1. Pursuant to pursuant to provisions of Section 233(1)(b) of the Companies Act, 2013 (“Act”)

a general meeting of the Equity Shareholders will be held on Monday, 9th October, 2017 at

2.00 p.m. at 6th Floor, Ackruti Star, Central Road, MIDC, Andheri East, Mumbai-400 093 for

the purpose of considering and if thought fit, approving, with or without modification(s), the

proposed Scheme of Amalgamation between Angel Commodities Broking Private Limited

(“ACBPL” or “Transferor Company”) and Angel Broking Private Limited (“ABPL” or

“Transferee Company”) and their respective shareholders and creditors (“Scheme”) with

requisite majority.

2. The Scheme provides for the amalgamation of the Transferor Company with the Transferee

Company, with effect from April 1, 2017 or such other date as may be directed by an

appropriate authority (“Appointed Date”), on the terms and conditions and in the manner

contemplated in the Scheme. A copy of the Scheme is annexed hereto.

3. BACKGROUND OF THE COMPANIES:

3.1. Angel Commodities Broking Private Limited - Transferor Company

4.1.1 Corporate Details of the Transferor Company

Particulars Details

Corporate Identification Number (CIN) U67120MH1996PTC100872

Permanent Account Number (PAN) AAACK3472D

Date of Incorporation

July 10, 1996

Type of Company

Private Company

Listed/Unlisted Unlisted

Registered Office address G-1, Akruti Trade Centre, Road No-7, MIDC,

Mumbai-400 093

Details of change of name, Registered Office and objects of the Company during

the last five years

N.A.

E-mail address [email protected]

Relationship with the parties to the

Scheme

ACBPL is a wholly-owned subsidiary of

ABPL


4.1.2 Share Capital of the Transferor Company:

4.1.2.1 The share capital of the Transferor Company as of April 1, 2017 is as under:

Particulars Amount (Rs.)

Authorised Share Capital

4,500,000 equity shares of Rs. 10/- each 4,50,00,000

Total 4,50,00,000

Issued Share Capital Amount (Rs.)


Total 3,90,00,000

Subscribed and Fully Paid Up Share Capital


Add: Forfeited shares (amounts originally paid up) Nil

Total 3,90,00,000

The Transferor Company is a wholly owned subsidiary of the Transferee Company. There is

no change in the share capital of the Transferor Company thereafter.

4.1.3 Business and objects of the Transferor Company:

4.1.3.1 The Transferor Company is a registered commodities broker under the applicable rules with National Commodities and Derivatives Exchange Limited and Multi Commodity Exchange.

4.1.3.2 The principal main objects, as stated in the Memorandum of Association, are set out hereunder:

(a) To carry on the business of trading in agricultural products, metals. including precious metals,

precious stones, diamonds, petroleum and energy products and all other commodities, in spot

markets and in futures and all kinds of derivatives of all the above commodities.

(b) To carry on business as brokers, sub-brokers, market makers arbitrageurs investors and /or

hedgers in agricultural products, metals including precious stones, diamonds, petroleum and

energy products and all other commodities and securities in spot markets and In futures and

kinds of derivatives of all the above commodities permitted under the laws of India.

(c) To become members and participate in trading settlement and other activities of commodity

exchange/s (including national multi-commodity exchange/s) facilitating, for itself or for

clients trades and clearing / settlement of all the above commodities permitted under the laws

of India.

4.2 Angel Broking Private Limited (“Transferee Company”).

4.2.1 Corporate Details of the Transferee Company

Particulars Details

Corporate Identification Number (CIN) U67120MH1996PTC101709

Permanent Account Number (PAN) AAACM6094R

Date of Incorporation August 8, 1996

Type of Company Private Company

Listed/Unlisted Unlisted

Registered Office address G-1, Ground Floor, Akruti Trade Centre, Road


No-7, MIDC, Andheri East, Mumbai-400 093.

Details of change of name, Registered

Office and objects of the Company during the last five years

N.A.

E-mail address [email protected]

Relationship with the parties to the Scheme

ABPL is the holding company of ACBPL

4.2.2 Share Capital of the Transferee Company

4.2.2.1 The share capital of the Transferee Company as of April 1, 2017 is as under:

Particulars Amount (Rs.)

Authorised Share Capital


Total 42,00,00,000

Issued, Subscribed and Fully Paid-up Share Capital


Total 14,36,41,750

There is no change in the share capital of the Transferee Company thereafter.

4.2.2.2 The pre-Scheme and the post-Scheme shareholding pattern of the Transferee Company is

as under:

Sr. No. Name of the Shareholder(s) No. of Shares

held

% to paid up

Share Capital

1 Dinesh D Thakkar 3353761 23.348

2 International Finance Corporation (IFC) 2585552 18.000

3 Lalit T Thakkar 1812356 12.617

4 Nirwan Monetary Services Pvt. Ltd. 1213062 8.445

5 Mukesh Gandhi jointly with Bela Mukesh

Gandhi

1116300 7.771

6

Nishith Jitendra Shah jointly with Jitendra

Nimchand Shah

(Partners of M/s. Nimchand Thakershi)

817500 5.691

7 Deepak T Thakkar 704231 4.903

8 Bharat Chimanlal Shah Jointly with Hansa

Bharat Shah

690394 4.806

9 Ashok Dariyanumal Thakkar 639984 4.455


10 Bela M Gandhi jointly with Mukesh Gandhi 408903 2.847

11 Ashok Popatlal Shah 204964 1.427

12 Chandresh Popatlal Shah 204963 1.427

13 Sunita Magnani 150000 1.044

14 Dinesh D Thakkar HUF 123388 0.859

15 Ashwin S Thakkar 100000 0.696

16 Hansa Bharat Shah jointly with Bharat

Chimanlal Shah

82244 0.537

17 Muskan Daulatani (Neeta Thakkar) 50000 0.348

18 Ekta Bharat Shah Jointly with Bharat C Shah 44862 0.312

19 Manjula Ramnik Gala 10000 0.070

20 Rajiv R Phadke 8903 0.062

21 Amit Majumdar 8903 0.062

22 Vinay Agrawal 8903 0.062

23 Ketan B Shah 5936 0.041

24 Nikhil H Daxini 5935 0.041

25 Pinkey Kothari 4155 0.029

26 Asha Govind Mehta jointly with Govind R

Mehta

2374 0.017

27 Nishita H Mehta jointly with Haresh Govind

Mehta

1187 0.008

28 Govind R. Mehta jointly with Asha Govind

Mehta

1187 0.008

29 Romi G. Mehta jointly with Asha G Mehta 1187 0.008

30 Roy H Thomas 1187 0.008

31 Kanta Dinesh Thakkar 1084 0.008

32 Mahesh D Thakkar 616 0.004

33 Jaya Prakash Ramchandani (Naina Thakkar) 154 0.001

Total 14364175 100

It is clarified that since there is no consideration payable pursuant to the Scheme, the paid-up

share capital and shareholding pattern of the Transferee Company remains the same.

4.2.3 Business and objects of the Transferee Company:

4.2.3.1 The Transferee Company is a registered stock broker under the Securities and Exchange

Board of India (Stock Brokers and Sub-brokers Regulations) 1992 (“Broking Regulations”)

and is a member of the National Stock Exchange of India Ltd., BSE Limited, Metropolitan

Stock Exchange of India Ltd and a depositary participant with Central Depositary Services (India) Ltd. The Transferee Company is also registered with Securities & Exchange Board of

India as Portfolio Manager, Research Analyst and Investment Advisor, and with AMFI as

Mutual Fund Distributor. The Transferee Company is carrying on the commodity broking

business through its wholly owned subsidiary since the Broking Regulations until recently

required segregation of the stock broking and commodity broking businesses.


4.2.3.2 The principal main objects, as stated in the Memorandum of Association, are set out hereunder:

(a) To carry on the business of shares and stock brokers and dealers, sub-brokers, underwriters

and sub-underwriters, agents and brokers for subscribing to and for the sale and purchase of

securities, stocks, shares, debentures, debentures-stocks, bonds, units of Certificates of Mutual

Funds, Savings, Certificates, Commercial Paper, Certificate of deposit, debt instrument,

distribution of home loans, deposits, money market instruments, participation certificates in

respect of any loans, deposits or securities global or any other deposit receipts and any other

instrument of paper evidencing any right to any security debt or property of any nature

whatsoever and whether transferable or not and treasury bills, Government Securities or

other financial instruments of obligations of anybody corporate, authority whether Central,

State or Local undertaking whether public or private and provisional documents relating

thereto and to deal with or speculate in share and securities and to do option and further

trading and all types of financing like vyaj badla business, arbitrage, share financing including

margin funding.

(b) To undertake and provide advisory, consultancy and procedural services for portfolio

management and maintenance to act as investment analysts, investment advisors and

investment bankers to manage funds of any individuals or Company in various avenues like

growth funds, income funds risk funds, tax exempt funds, pension and super annuation funds,

and to pass on the benefits of portfolio investments to the investors as dividend bonus,

interest to provide complete range of personal financial services, to act as financial

consultants, management consultants, business consultants, advisors, counselors for

investment planning, estate planning, tax planning an matters connected thereto.

(c) To act as depository participant and undertake all the activities, functions and obligations of

the depository participant and such other activities which are incidental or ancillary thereto

in India and abroad.

5 RATIONALE OF THE SCHEME AND BENEFITS TO COMPANY, MEMBERS AND CREDITORS

AND OTHERS:

The rationale for the Scheme is set out below: a. Achieving business and administrative synergies; and

b. Reducing administrative costs and avoiding duplication of efforts.

6 SALIENT FEATURES OF THE SCHEME:

The salient features of the Scheme are as follows:

6.1 Key Definitions

“Amalgamation” means the amalgamation of Transferor Company with Transferee Company in accordance with Section 2(1B) of the Income Tax Act, 1961, in terms of Part IV

of the Scheme;

“Appointed Date” shall mean 1st April 2017 or such other date as may be directed by any Appropriate Authority being the date with effect from which the Scheme shall be deemed to

be effective;


“Applicable Law” shall mean any statute, notification, bye laws, rules, regulations, guidelines,

rule of common law, policy, code, directives, ordinance, orders or instructions having the force

of law enacted or issued by any Appropriate Authority including any statutory modification

or re-enactment thereof for the time being in force;

“Appropriate Authority” means any Governmental, statutory, departmental or public body

or authority, including National Company Law Tribunal, Regional Director, Central

Government or any other authority for approval of the Scheme under the Act, Securities and

Exchange Board of India (SEBI), the Stock Exchanges - the Bombay Stock Exchange (BSE),

National Stock Exchange of India Limited (NSE) and Metropolitan Stock Exchange of India

Limited (MSEI), the Commodity Exchanges - Multi Commodity Exchange of India Limited

(MCX), , National Commodity & Derivatives Exchange Limited (NCDEX), and other applicable

authorities pursuant to the provisions of Section 230(5) of the Act, as may be relevant in the

context as may be relevant in the context;

“Effective Date” shall mean the date on which the last of all the conditions and matters

referred to in Clause 16 (clause 6.6 hereunder) of the Scheme have been fulfilled, obtained or

waived. References in the Scheme to date of ‘upon this Scheme becoming effective’ or ‘upon

this Scheme coming into effect’ shall mean the Effective Date.

6.2 Amalgamation of Transferor Company into Transferee Company:

With effect from the Appointed Date but shall be made operative from the Effective Date,

upon the coming into effect of this Scheme, pursuant to the provisions of Sections 230 to

233 of the Act the Transferor Company shall stand merged with and be vested in the

Transferee Company, as a going concern in accordance with Section 2(1B) of the Income Tax

Act 1961 without any further act, instrument, deed, matter or thing but subject to existing

Encumbrances affecting the same, so as to become, as and from the Appointed Date, the undertakings, businesses, properties and other belongings, of the Transferee Company by

virtue of and in the manner provided in this Scheme.

6.3 The Scheme also deals with the transfer of Assets, Liabilities, Employees, Legal Proceedings, Contracts and Deeds constituting the undertaking being transferred from the Transferor

Company to the Transferee Company, the accounting treatment in the books of the Transferee Company and the merger of the authorised share capital of the Transferor

Company with the Transferee Company.

6.4 Consideration for Amalgamation:

a) The entire share capital of the Transferor Company is held by the Transferee Company. Therefore, the Transferee Company shall not be required to issue shares

or pay any consideration to the Transferor Company or to their shareholders.

b) Upon the coming into effect of the Scheme the shares held by Transferee Company in the Transferor Company shall without any further application, act or instrument

or deed, be deemed to have been automatically cancelled.


6.5 Dissolution of the Transferor Company

On the Scheme becoming effective, the Transferor Company shall without any further act, or

deed stand dissolved without being wound-up.

6.6 Conditionality of the Scheme

This Scheme is and shall be conditional upon and subject to:

6.6.1 The Scheme being approved by the requisite majority in number and value of the

various class of shareholders and/or creditors (where applicable) of Transferor

Company and the Transferee Company as may be directed by the NCLT / Appropriate

Authority as may be applicable.

6.6.2 The receipt of approvals of the relevant Stock Exchanges and Commodity Exchanges or

any other Appropriate Authority as may be required under Applicable Law.

6.6.3 The Scheme being sanctioned by the NCLT / Appropriate Authority under Sections 230

to 233 and other applicable provisions of the Act.

6.6.4 Certified copies of the orders of the NCLT/ Appropriate Authority sanctioning the

Scheme being filed with the concerned Registrar of Companies, by the Transferor Company and the Transferee Company respectively

You are requested to read the entire text of the Scheme to get fully acquainted with the

provisions thereof. The aforesaid are only some of the key provisions of the Scheme.

7 Approvals and supporting documents

7.1 Board of Directors approval

a. The Board of Directors of the Transferee Company, at the meeting dated 17th August,

2017 took into account the recommendation of the Audit Committee of the Transferee

Company and unanimously approved the Scheme. The Amalgamation Committee also

approved the auditor’s certificate certifying that the accounting treatment in the Scheme

is in conformity with the Accounting Standards prescribed under Section 133 of the Act

and the Audit Report on the Statement of Assets and Liabilities.

b. The Board of Directors of the Transferor Company at its meeting held on 17th August,

2017 also unanimously approved the Scheme. The Amalgamation Committee also

approved the Audit Report on the Statement of Assets and Liabilities.

c. It is clarified that since no consideration is payable pursuant to the Scheme there is no

requirement of valuation report or entitlement ratio.

7.2 Notice under Section 233(1)(a) of the Act has been given to /filed with the Registrar of

Companies, Income Tax Authorities, BSE, NSE, MSEI, MCX, NCDEX and SEBI by the Transferee

Company and with the Registrar of Companies, Income Tax Authorities, MCX, NCDEX, SEBI, and

the Official Liquidator, by the Transferor Company for their representation/approval to the


Scheme. The representations, if any, received by either the Transferor Company or the Transferee

Company shall be considered at the aforesaid meeting as required under the provisions of

Section 233(1)(b) of the Act. The Transferee Company has received communications from MSEI

on 6th September, 2017 and BSE on 8th September, 2017 advising the Transferee Company to take

prior approval from the exchange by submitting documents as per the formats prescribed. The

Transferee Company shall file appropriate applications with the MSEI and BSE for such approval. The Transferor Company has received a communication from MCX on 8th September,

2017 advising the Transferor Company to take prior approval from the exchange by submitting

documents as per the format prescribed. The Transferor Company shall file an appropriate

application with the MCX for such approval.

7.3 Declaration of solvency as required under Section 233(1)(c) of the Act read with rule 25(2) of the

Rules, was filed with Registrar of Companies on 14th September, 2017. The said declaration of

solvency is annexed hereto.

7.4 The creditors of neither the Transferor Company nor the Transferee Company will be

prejudiced by the Scheme. [Both the Transferor Company and the Transferee Company are

profit making companies with adequate reserves. The net-worth of the Transferee Company

post Scheme will be Rs. 3,705,276,304. The financial position of the Transferee Company

will remain the same and the Transferee Company will be able to meet and pay its debts as

and when they arise and become due in the ordinary course of business. The Scheme does

not contemplate compromise or reduction of any outstanding due to the creditors. There will

be no impact of the Scheme on the secured creditors. The assets of the Transferor Company

shall be transferred subject to the existing charges to the Transferee Company.]

7.5 On the Scheme being approved by the requisite majority of the shareholders and the

creditors of the respective companies involved in the Scheme as per the requirement of

Section 233(1)(b) and (d) of the Act, all the Companies will file a copy of the Scheme as

agreed to by the shareholders and creditors with the Central Government for issue of

confirmation order of the Scheme under the provisions of Section 233(3) of the Act. While

issuing the confirmation the Central Government shall take into consideration objections

/suggestions from the Official Liquidator and the Registrar of Companies and other

Appropriate Authorities, if applicable.

8 Directors and Key Managerial Personnel:

8.1 None of the Directors, the Key Managerial Personnel and their respective relatives of the

Transferor Company and the Transferee Company (as defined under the Companies Act, 2013 and rules formed thereunder) or Promoters have any financial interest, material or

otherwise, in the Scheme except to the extent of shares held by them, if any, in the Transferor Company and the Transferee Company as nominee or in their personal capacity.

8.2 The details of the Directors and their relatives, Key Managerial Personnel and Promoters

along with the shareholding are as follows:-


ABPL

Name of KMPs Designation Shares in

ABPL

Mr. Vineet Agrawal Chief Finanical

Officer

Nil

Ms. Naheed Patel Company Secretary

Nil

Name of the relatives of the

directors

Shares in ABPL

Mr. Deepak T Thakkar 704,231

Mr. Ashok Dariyanumal Thakkar 639,984

Dinesh D Thakkar HUF 123,388

Mr. Ashwin S Thakker 100,000

Ms. Kanta Dinesh Thakkar 1,084

Mr. Mahesh D Thakkar 616

ACBPL

Name of the

Director

Designation/

Date of

Appointment/

Age

Address

Equity

Shares in

ACBPL

Equity

Shares in

ABPL

Santanu Syam

Director

191, Kalpataru heights, DR. A L Nair, Road, Nr. Agripada

P S, mumbai Central,

Mumbai-400011

Nil Nil

Rohit Ambosta

Director

1G, Kalpataru Aura, LBS Marg, Ghatkopar West,

Nil Nil

Name of Director

Designation/

Date of Appointment/

Age

Address Shares in

ABPL

Mr. Dinesh D.

Thakkar

Chairman and

Managing

Director

1401, 14th Floor, A-Wing,

Bldg No2, Raheja Classique,

Oshiwara, New Link Road,

Andheri West, Mumbai-

400053

3353761

Mr. Lalit Thakkar Director 1601/B, Vikas Paradise

Building, LBS Marg, Mulund

West, Mumbai - 400080

1,812,356

Mr. Vinay Agrawal Director F-1701, Whispering Palms

Xxclusive, Lokhandwala

Township, Akurli Road,

Kandivali (E), Mumbai -

400101

8903


Mumbai-400 086

Name of KMPs Designation Shares in

ACBPL

Not Applicable

9 Statement disclosing further details of Amalgamation as per sub-section 3 of Section 230

of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises,

Arrangements and Amalgamations) Rules 2016 is as under:

No. Particulars ACBPL ABPL

(Transferor Company) (Transferee Company)

(I) Relationship subsisting between such companies

Nature of Relationship

Wholly Owned Subsidiary of the Transferee Company

Holding company of Transferor Company

(ii) The date of board meeting at which the scheme was approved by the board of

directors including the name of directors who voted in favour of the resolution, who

voted against the resolution and who did not vote or participate on such resolution

Voting

Pattern &

related information

The meeting was held on 17th

August, 2017 which was

attended by all the Directors mentioned above and the

resolution was passed unanimously

The meeting was held on 17th

August, 2017 which was attended

by all the Directors mentioned above and the resolution was

passed unanimously

(iii) Disclosure about effect of the compromise or arrangement on

Key

Managerial

personnel (KMP)

(other than

Directors)

No effect since no KMPs No effect.

Directors

No effect. Company shall cease to exist

No effect.

Promoters

N. A. N. A.

Non-

promoter

members

N. A. N. A.

Deposit

Holders

N. A.

N. A.

Creditors

Creditors of the Transferor

Company shall become the

creditors of the Transferee

Company and paid off in the

No effect. No impact on financial

position.


ordinary course of business.

Debenture holders

N. A. N. A.

Deposit

Trustee &

Debenture

Trustee

N. A.

N. A.

Employees

of the

Company

Employees of Transferor

Company will become

employees of Transferee Company on the same terms

and conditions (not less favorable than existing

conditions) without any break or interruption of service

upon amalgamation.

No effect.

(iv) Disclosure about effect of compromise or arrangement on material interest of

Directors, Key Managerial Personnel (KMP) and debenture trustee

Nature of

effect, if any

No material effect / interest

No material effect / interest

(v) Details of capital or debt restructuring, if any

N. A. N. A.

(vi) Amount due to unsecured creditors as of 31st March 2017

Rs. 1,025,835,865 Rs.4,950,886,392

(vii) Investigation or proceedings, if any, pending against the company under Sections 235

to 251 of the Companies Act 1956 and Sections 210 to 229 of the Act and winding –

up proceedings

None. No winding up petitions have been admitted

or filed against the Company.

None. No winding up petitions have been admitted or filed

against the Company.

10 Inspection of Documents:

The following documents will be open for inspection by the members/ creditors of the Company at

the registered office of the Company on all working days (except Saturdays, Sundays and public

holidays), upto 1(one) day prior to the date of the meeting from 10.00 a.m.to 5.00 p.m. and at the

venue of the meeting on 9th October 2017 upto the conclusion of the meeting:

(i) Scheme of Amalgamation; (ii) Memorandum of Association and Articles of Association of ABPL and ACBPL;

(iii) Annual reports of ABPL and ACBPL for the last three financial years ended March 31,


2017.

(iv) Certified Copy of the Audit Committee Resolution dated 16th August, 2017 of ABPL;

(v) Certificate of the statutory auditors of ABPL with respect to the accounting treatment

disclosed in the Scheme being in compliance with the applicable accounting

standards;

(vi) Certified Copies of the resolutions passed by the respective Board of Directors of the

ABPL and ACBPL dated 17th August, 2017 approving the Scheme;

(vii) Register of Directors’ shareholding of ABPL and ACBPL.

A copy of the Scheme, Explanatory Statement, Form of Proxy and Attendance Slip may be obtained

free of charge during business hours i.e. 10.00 a.m. to 5.00 p.m. from the registered office of the

Transferor Company or Transferee Company on all days (except Saturdays, Sundays and public

holidays).

Dated at this 15th September, 2017.

Santanu Syam

Director (DIN:03163144)

Registered Office: G-1, Akruti Trade Centre, Road No-7, MIDC, Mumbai-400 093


ROUTE MAP OF THE VENUE


FORM OF PROXY

I/We, the undersigned, as the Equity Shareholder(s) of Angel Commodities Broking Private Limited

(the above named Transferor Company) do hereby appoint Shri/Smt/Ms

_________________________________ of ____________________ and failing him/her Shri/Smt/Ms

___________________________________________ of _______________________________as my /our Proxy, to act for me/

us at the meeting of the Equity Shareholders of the Company to be held on Monday, 9th October,

2017 at 2.00 p.m. at 6th Floor, Ackruti Star, Central Road, MIDC, Andheri East, Mumbai-400 093 for

the purpose of considering, and if thought fit, to approve, with or without modification(s), the

proposed Scheme of Amalgamation amongst Angel Broking Private Limited and Angel

Commodities Broking Private Limited and their respective shareholders and creditors (the

“Scheme”) at such meeting and any adjournment / adjournments thereof to vote, for me / us and

in my / our name(s) *(here, “if for” insert “for”, “if against”, insert “against”, and in the latter case,

strike out the words below either with or without modification(s) after the word “Arrangement”)

the said Scheme either with or without modification(s) as my/our proxy may approve.

Signatures of Equity Shareholder(s) across the stamp

Signatures of proxy * (Strike out what is not necessary)

Dated this _________day of_____________________2017

Name: ________________________________________________________________________________________

Address: _____________________________________________________________________________________

Regd. Folio No._________________________

DP Id** ______________/Client Id No.**: ___________

** Applicable for shareholder(s) holding in dematerialized form.

Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and

vote instead of himself and such proxy need not be a member of the Company.

2. The Form of Proxy must be deposited at the registered office of the Company at G-1, Akruti

Trade Centre, Road No-7, MIDC, Mumbai-400 093 not less than 48 (Forty Eight) hours prior to the commencement of the aforesaid meeting. A person can act as proxy on behalf of

Please affix Revenue

Stamp of Re. 1


shareholders not exceeding fifty (50) and/or holding in aggregate not more than 10% of the

total share capital of the Company carrying voting rights. In case a proxy is proposed to be

appointed by shareholder(s) holding more than 10% of the total share capital of the Company

carrying voting rights, then such proxy shall not act as proxy for any other person or

shareholder. All alterations made in the Form of Proxy should be initialed.

3. In case multiple proxies are received not less than 48 (Forty Eight) hours before the time of

holding the aforesaid meeting, the proxy received later in time shall be accepted.

4. Also, a person who is a minor cannot be appointed as proxy.


ATTENDANCE SLIP

Please complete this Attendance Slip and hand it over at the entrance of the meeting hall.

I hereby record my presence at the meeting of the Equity Shareholders of the Company held on

Monday, 9th October, 2017 at 2.00 p.m. at 6th Floor, Ackruti Star, Central Road, MIDC, Andheri East,

Mumbai-400 093.

Name and Address of the Equity Shareholder:

__________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________

____________________________

(If represented by Authorised Representative, details of the same)

No. of Shares : __________________________________________________

DP Id* : __________________________________________________

Client Id* :__________________________________________________

Regd. Folio No. : __________________________________________________

Name of the proxy holder/

Authorised representative : __________________________________________________

* Applicable for shareholder(s) holding shares in dematerialized form.

I further declare that above particulars are true and correct to the best of my knowledge.

Signature: ________________________

Place:

Date:

Important:

1. The Shareholder, proxy holder or the Authorized Representative attending this meeting must bring this attendance slip to the meeting and hand over at the entrance duly filled and

signed.

2. The authorized representative of a body corporate which is a shareholder of the Transferee

Company must bring a certified true copy of the resolution of the board of directors or other

governing body of the body corporate authorizing such representative to attend and vote at

the said meeting.