NOTICE
NOTICE IS HEREBY GIVEN THAT THE FOURTH EXTRA-ORDINARY GENERAL MEETING (“EGM”) OF THE SHAREHOLDERS OF APAC FINANCIAL SERVICES PRIVATE LIMITED WILL BE HELD ON TUESDAY, DECEMBER 4, 2018 AT 03:30 P.M. AT THE REGISTERED OFFICE OF THE COMPANY AT FIRST FLOOR, ASHFORD CENTRE, SHANKARRAO NARAM MARG, LOWER PAREL WEST, MUMBAI – 400 013 TO TRANSACT THE FOLLOWING BUSINESS:
Special Business
1. To consider, review and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to provisions of Sections 42, 55 and 62(1)(c) of the Companies Act, 2013 (as applicable) read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, Rule 9 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 (as applicable), and all other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder including any statutory modification(s) or re-enactment(s) thereof for the time being in force and pursuant to the provisions of FEM (Issue and Transfer of Securities to Persons Resident Outside India) Regulations, 2017, as amended from time to time, and any other regulations, master directions and FDI policy formulated by regulatory and governmental authorities and in accordance with the provisions of articles of association of the Company and subject to the permissions, consents, sanctions and approval by any authority, as may be necessary and subject to such conditions and modifications as might be prescribed while granting such approvals, consents, permissions and sanctions, and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”) to exercise its powers including the powers conferred by this resolution, consent of the members be and is hereby accorded for the issuance of 10,50,00,000 equity shares having a face value of Rs. 10/- (Rupees Ten only) at a premium of Rs. 10/- (Rupees Ten only) and 1,75,00,000, 0.01% Series A Compulsorily Convertible Preference Shares (“0.01% Series A CCPS”) having a face value of Rs. 10/- (Rupees Ten only) at a premium of Rs. 10/- (Rupees Ten only) aggregating to an amount of Rs. 245,00,00,000/- (Rupees Two Hundred and Forty Five Crores Only)
RESOLVED FURTHER THAT pursuant to Sections 42, and 62(1)(c) read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder including any statutory modification(s) or re-enactment(s) thereof for the time being in force and pursuant to the provisions of FEM (Issue and Transfer of Securities to Persons Resident Outside India) Regulations, 2017, as amended from time to time, and any other regulations, master directions and FDI policy formulated by regulatory and governmental authorities and in accordance with the provisions of articles of association of the Company and subject to the permissions, consents, sanctions and approval by any authority, as may be necessary and subject to such conditions and modifications as might be prescribed while granting such approvals, consents, permissions and sanctions, and which may be agreed to by the Board to exercise its powers including the powers conferred by this resolution, consent of the members be and hereby accorded to the Board to issue 10,50,00,000 equity shares having a face value of Rs. 10/- (Rupees Ten only) (Face value per share) at a premium of Rs. 10/- (Rupees Ten only) (premium per share) aggregating to Rs. 2,10,00,00,000/- (Rupees Two Hundred and Ten Crores Only) on a preferential allotment basis to the persons mentioned herein below (collectively referred to as “Proposed Allottees”):
|Sr. No. |Name of Entity |No. of Equity Shares |
| |Plenty Private Equity Fund I Limited |9,53,29,500 |
| |Multiples Private Equity Fund II LLP |96,70,500 |
RESOLVED FURTHER THAT pursuant to Sections 42, 55, 62(1)(c) of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, Rule 9 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, and any other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder including any statutory modification(s) or re-enactment(s) thereof for the time being in force and pursuant to the provisions of FEM (Issue and Transfer of Securities to Persons Resident Outside India) Regulations, 2017, as amended from time to time, and any other regulations, master directions and FDI policy formulated by regulatory and governmental authorities and in accordance with the provisions of articles of association of the Company and subject to the permissions, consents, sanctions and approval by any authority, as may be necessary and subject to such conditions and modifications as might be prescribed while granting such approvals, consents, permissions and sanctions, and which may be agreed to by the Board to exercise its powers including the powers conferred by this resolution, consent of the members of the Company be and is hereby accorded for the issuance of 1,75,00,000, 0.01% Series A CCPS having a face value of Rs. 10/- (Rupees Ten only) at a premium of Rs. 10/- (Rupees Ten only) aggregating to Rs. 35,00,00,000/- (Rupees Thirty-Five Crores Only) on a preferential allotment basis to the Proposed Allottees in the manner mentioned herein below:
|Sr. No. |Name of Entity |No. of 0.01% Series A CCPS |
|1 |Plenty Private Equity Fund I Limited |1,58,88,250 |
|2 |Multiples Private Equity Fund II LLP |16,11,750 |
RESOLVED FURTHER THAT the Board be and is hereby authorized to issue to the Proposed Allottees a private placement offer cum application letter in the manner set out in the Form PAS 4 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 inviting the Proposed Allottees to subscribe to the equity shares and 0.01% Series A CCPS and that the name of the Proposed Allottees be entered in record maintained by the Company in the manner set out in Form PAS 5 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, prior to issuance of the private placement offer cum application letter.
RESOLVED FURTHER THAT the monies received by the Company from the Proposed Allottees in lieu of the issuance and allotment of the equity shares and 0.01% Series A CCPS pursuant to the preferential allotment under section 42, 55 and 62(1)(c) of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 9 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, shall be kept by the Company in a separate bank account with Kotak Mahindra Bank Limited opened pursuant to resolution passed by the Board in its meeting dated October 16, 2018 in accordance with the provisions of section 42 of the Companies Act, 2013.
RESOLVED FURTHER THAT the Equity Shares to be offered, issued and allotted by the Company on a preferential allotment basis shall rank pari passu with the existing equity shares of the Company in all respects, including dividend, and shall be subject to the provisions of the memorandum of association and the articles of association of the Company.
RESOLVED FURTHER THAT subject to applicable laws, the consent of the members in the general meeting, consent of the Board be and is hereby accorded, to issue and allot the 0.01% Series A CCPS to the Proposed Allottees on terms set out hereinbelow:
a) The priority with respect to repayment of capital vis-a-vis equity shares - The 0.01% Series A CCPS shall rank senior to the equity shares of the Company.
b) Participation in surplus fund – The 0.01% Series A CCPS shall not have any participation in surplus funds of the Company.
c) The participation in surplus assets and profits, on winding-up which may remain after the entire capital has been repaid – No. 0.01% Series A CCPS holder shall not have the right to participate in in surplus assets and profits, on winding-up which may remain after the entire capital has been repaid.
d) Payment of dividend on cumulative basis or non-cumulative basis - Each 0.01% Series A CCPS shall be entitled to a non-cumulative dividend of 0.01% (Zero Point Zero One Percent) in preference of equity shares. Dividend shall be paid as and when it is paid and declared on the equity shares.
e) The conversion of 0.01% Series A CCPS into Equity Shares – The 0.01% Series A CCPS shall be converted in the ratio of 1:1.
f) Voting Rights - The 0.01% Series A CCPS shall not have any voting rights.
g) Redemption of 0.01% Series A CCPS – The 0.01% Series A CCPS shall be converted into equity shares prior to the expiry of 20 years from the date of such issuance.
h) Other Terms - The 0.01% Series A CCPS shall not be listed or traded on any stock exchange.
RESOLVED FURTHER THAT any director and/ or company secretary of the Company be and is hereby authorised to sign and file the private placement offer cum application letter, return of allotment, record of private placement offers maintained in form PAS-5 with the Registrar of Companies or any other documents or forms, as may be required from time to time, and to do all acts and take all such steps as may be necessary, proper or expedient to give effect to the aforesaid resolution.”
By Order of the Board
For APAC Financial Services Private Limited
Anand Asawa
Company Secretary
ACS - 23299
Date:
Place: Mumbai
NOTES
1. A Member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a Member of the Company. The instrument appointing the proxy duly completed, stamped and signed should, however be deposited at the registered office of the company not less than forty-eight hours before the time scheduled for commencement of the EGM.
A person appointed as a proxy shall act on behalf of such number of Member(s) not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company, carrying voting rights. Further, a Member holding more than 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.
2. Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution/Power of Attorney authorizing their representative to attend and vote on their behalf at the EGM pursuant to Section 113 of the Companies Act, 2013.
3.Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, in respect of the Item No.1 and 2 set out above is annexed hereto and forms part of this notice
4. All relevant documents referred to in this notice and the explanatory statement will be available for inspection by the members at the registered office of the Company during normal business hours on all working days (except Saturday(s) and Sunday(s) and public holiday(s)) up to the date of the EGM and during the continuance of EGM.
1. EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (2) OF THE COMPANIES ACT, 2013 (The ‘ACT’)
The Board of Directors (“Board”) of the Company on December 4, 2018 had approved subject to approval to the members by special resolution proposal for raising of funds up to an amount of Rs. 2,45,00,00,000/- aggregating to (Rupees Two Hundred and Forty Five Crores Only) by way of issue of equity shares and 0.01% Series A Compulsorily Convertible Preference Shares (“0.01% Series A CCPS”) on a preferential allotment basis (“Preferential Issue”).
PART – A
A Statement of disclosure as required under Rule 13 (2) (d) of the Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 (1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 is as under:
|Sr. No. |Particular |Details |
|1. |Particulars of the offer including the date of|Issue of 10,50,00,000 equity shares at a price of Rs. 20/- (Face |
| |passing of the Board Resolution |Value of Rs. 10/- per share and Rs. 10/- as Premium per share). |
| | | |
| | |Date of passing Board Resolution: December 4, 2018 |
|2. |Objects of the Issue |To meet the Company’s working capital requirements and to expand |
| | |business activities for which the company requires an infusion of |
| | |fresh funds in the form of additional capital |
|3. |Kinds of securities offered and the price at |Equity shares at a price of Rs. 20/- (Face Value of Rs. 10/- per |
| |which security is being offered |share and Rs. 10/- as Premium per share). |
|4. |Total Number of Securities to be Issued |10,50,00,000 Equity Shares |
|5. |The Price or the Price band at/within which |The equity shares are proposed to be issued at a price of Rs. 20/- |
| |the allotment is proposed |(Face Value of Rs. 10/- per share and Rs. 10/- as Premium per share)|
|6. |Basis on which the price has been arrived at |As mentioned in the enclosed copy of the Valuation Certificate |
| |along with report of the registered valuer |issued by Fast Track Finsec Private Limited |
|7. |Name and address of the valuer who performed |Fast Track Finsec Private Limited |
| |the valuation |SEBI Registered Merchant Banker |
| | |Registered office: B-502, Stateman House, 148, Barakhamba Road, New |
| | |Delhi – 110001. |
| | |Branch Office: B-702, Neelkanth Business Park, Vidyavihar (W), |
| | |Mumbai 400086. |
|8. |Relevant date with reference to which the |September 30, 2018 |
| |price has been arrived | |
|9. |The class or classes of person to whom |Private Equity / Institutional Investor |
| |allotment is proposed to be made | |
|10. |Intention of Promoter, Directors or Key |None of the promoter, directors or key managerial person of the |
| |managerial person to subscribe to the offer |Company are subscribing to the offer |
|11. |The Proposed time within which the allotment |The Company shall complete the issue and allotment of equity shares |
| |shall be completed |within 60 days from the date of receipt of application money. |
|12. |Material Terms of raising of such securities |Preferential allotment of equity shares proposed to be issued at a |
| | |price of Rs. 20/- (Face Value of Rs. 10/- per share and Rs. 10/- as |
| | |Premium per share). |
|13. |The Name of the proposed allottees and the percentage of post preferential Issue capital that may be held by them. |
| |
|Sr. No. |
|Name of the proposed allottees |
|Present Holding |
|% of the pre-issue capital |
|Present Issue |
|% of post issue capital |
| |
|1. |
|Proposed Allottees |
|NIL |
|NIL |
|10,50,00,000 |
|48.83% |
| |
|14 |The change in control, if any, in the company |There will be no change in the control in the Company consequent to|
| |that would occur consequent to the Preferential |the Preferential Issue. |
| |Issue | |
|15 |The number of Persons to whom allotment on |Sr. No. |
| |preferential basis have already been made during |Name of persons |
| |the year, in terms of number of securities as |No. of securities |
| |well as price |Price (INR) |
| | | |
| | |1 |
| | |Harpreet Singh |
| | |10,00,000 |
| | |10 |
| | | |
| | |2 |
| | |Randhir Singh |
| | |50,00,000 |
| | |10 |
| | | |
| | |3 |
| | |Sahil Bhargava |
| | |2,50,000 |
| | |10 |
| | | |
| | |4 |
| | |Sanjay Sharma |
| | |10,00,000 |
| | |10 |
| | | |
| | |5 |
| | |Shalaka Gadekar |
| | |10,00,000 |
| | |10 |
| | | |
| | |6 |
| | |Shankar Dey |
| | |10,00,000 |
| | |10 |
| | | |
| | |7 |
| | |Sumesh Mishra |
| | |17,50,000 |
| | |10 |
| | | |
| | |8 |
| | |Viswanathan N |
| | |20,00,000 |
| | |10 |
| | | |
|16. |The justification for the allotment proposed to |Not applicable |
| |be made for consideration other than cash | |
| |together with valuation report of the registered | |
| |valuer | |
|17. |The pre-issue and post issue shareholding pattern of the company in the following format: |
|Sr. No. |Category |Pre- Issue |Post- Issue |
| | |
|1. |Indian: |
| |Institutional |- |
| |Investors | |
|1. |Particulars of the offer including the date of |Issue of 1,75,00,000 Series A Compulsorily Convertible Preference |
| |passing of the Board Resolution |Shares at a price of Rs. 20/- (Face Value of Rs. 10/- per share and |
| | |Rs. 10/- as Premium per share). |
| | | |
| | |Date of passing Board Resolution: December 4, 2018 |
|2. |Objects of the Issue |To augment the long-term resources of the Company, for meeting |
| | |funding requirements for its business purposes and for general |
| | |corporate purposes. |
|3. |Total Number of Securities to be Issued |1,75,00,000 0.01% Series A Compulsorily Convertible Preference |
| | |Shares (0.01% Series A CCPS) |
|4. |Nature of such shares |Compulsorily Convertible Preference Shares (CCPS) |
|5. |The Price at which shares are proposed to be |The 0.01% Series A CCPS are proposed to be issued at a price of Rs. |
| |issued |20/- (Face Value of Rs. 10/- per share and Rs. 10 as Premium per |
| | |share) |
|6. |Basis on which the price has been arrived at |As mentioned in the enclosed copy of the Valuation Certificate |
| | |issued by Fast Track Finsec Private Limited |
|7. |Relevant date with reference to which the price|September 30, 2018 |
| |has been arrived | |
|8. |Name and address of the valuer who performed |Fast Track Finsec Private Limited |
| |the valuation |SEBI Registered Merchant Banker |
| | |Registered office: B-502, Stateman House, 148, Barakhamba Road, New |
| | |Delhi – 110001. |
| | |Branch Office: B-702, Neelkanth Business Park, Vidyavihar (W), |
| | |Mumbai 400086. |
|9. |The manner of issue of shares |The said shares are proposed to be issued on a preferential |
| | |allotment basis |
|10. |The terms of issue, including terms and rate of|a. Conversion into Equity Shares: The 0.01% Series A CCPS shall be |
| |dividend on each shares etc. |converted into Equity Shares after the Founder has paid the unpaid |
| | |amount on the partly paid-up Founder Primary Securities. |
| | | |
| | |b. Conversion Ratio: 0.01% Series A CCPS shall convert into Equity |
| | |Shares in a 1:1 ratio |
| | | |
| | |c. Voting Rights: The 0.01% Series A CCPS shall not have any voting |
| | |rights. |
| | | |
| | |d. Dividend: Each 0.01% Series A CCPS shall be entitled to a |
| | |non-cumulative dividend of 0.01% (Zero Point Zero One Percent) in |
| | |preference of Equity Shares. Dividend shall be paid as and when it |
| | |is paid and declared on the Equity Shares. |
| | | |
| | |e. Rank: 0.01% Series A CCPS shall rank senior to the Equity Shares.|
| | | |
| | |f. The 0.01% Series A CCPS shall not be listed or traded on any |
| | |stock exchange. |
|11. |The terms of redemption, including terms and |The 0.01% Series A CCPS are compulsorily |
| |rate of dividend on each shares etc.; of shares|convertible into equity shares. |
| |at premium and if the preference shares are | |
| |convertible, the terms of conversion |Please Refer Sr. No. 10 for detailed terms |
| | |and conditions. |
|12. |The manner and modes of redemption |NA |
|13. |The class or classes of person to whom |The allotment shall be made to persons identified in above |
| |allotment is proposed to be made |resolution. |
|14. |Intention of Promoter, Directors or Key |None of the promoter, directors or key managerial person are |
| |managerial person to subscribe to the offer |subscribing to the offer |
|15. |The Proposed time within which the allotment |The Company shall complete the issue and allotment of 0.01% Series A|
| |shall be completed |CCPS within 60 days from the date of receipt of application money. |
|16. |The Name of the proposed allottees and the percentage of post preferential Issue capital that may be held by them |
| |
|Sr. No. |
|Name of the proposed allottee |
|Present Holding |
|% of the pre-issue capital |
|Present Issue |
|% of post issue capital |
| |
|1. |
|Proposed Allottees |
|NIL |
|NIL |
|1,75,00,000 |
|100% |
| |
|17 |The change in control, if any, in the company |There will be no change in the control in the Company consequent to |
| |that would occur consequent to the Preferential|the Preferential Issue. |
| |Issue | |
|18 |The number of Persons to whom allotment on |Sr. No. |
| |preferential basis have already been made |Name of persons |
| |during the year, in terms of number of |No. of securities |
| |securities as well as price |Price (INR) |
| | | |
| | |1 |
| | |Harpreet Singh |
| | |10,00,000 |
| | |10 |
| | | |
| | |2 |
| | |Randhir Singh |
| | |50,00,000 |
| | |10 |
| | | |
| | |3 |
| | |Sahil Bhargava |
| | |2,50,000 |
| | |10 |
| | | |
| | |4 |
| | |Sanjay Sharma |
| | |10,00,000 |
| | |10 |
| | | |
| | |5 |
| | |Shalaka Gadekar |
| | |10,00,000 |
| | |10 |
| | | |
| | |6 |
| | |Shankar Dey |
| | |10,00,000 |
| | |10 |
| | | |
| | |7 |
| | |Sumesh Mishra |
| | |17,50,000 |
| | |10 |
| | | |
| | |8 |
| | |Viswanathan N |
| | |20,00,000 |
| | |10 |
| | | |
|19. |The justification for the allotment proposed to|Not applicable |
| |be made for consideration other than cash | |
| |together with valuation report of the | |
| |registered valuer | |
|20.a |The pre-issue and post issue equity shareholding pattern of the company: |
|Sr. No. |Category |Pre-Issue |Post- Issue |
| | |
|1. |Indian: |
| |Institutional |- |- |
| |Investors | | |
| | |No. of shares held |% of shares |No. of Shares held |% of shares holding |
| | | |holding | | |
|A |Promoters Holding | |
|1 |Indian | | | | |
| |Individual |- |- |- |- |
| |Bodies Corporate |- |- |- |- |
| |Sub-total |- |- |- |- |
|2 |Foreign Promoters |- |- |- |- |
| |Sub-total (A) |- |- |- |- |
|B |Non-promoters holding | |
|1 |Institutional Investors|- |- |1,75,00,000 |100% |
|2 |Non-institutional |- |- |- |- |
| |Investors | | | | |
| |Private Corporate |- |- |- |- |
| |bodies | | | | |
| |Directors and relatives|- |- |- |- |
| |India public |- |- |- |- |
| |Others [including |- |- |- |- |
| |Non-resident Indians | | | | |
| |(NRIs) | | | | |
| | | | | | |
| |Sub-total (B) |- |- |1,75,00,000 |100% |
| |Grand Total |- |- |1,75,00,000 |100% |
20.c The expected dilution in equity share capital upon conversion of 0.01% Series A CCPS:
|Sr. No. |Category |Pre- Conversion |Post- Conversion |
| | |
|1. |Indian: |
| |
|Registered address: |
|E-mail Id: |
|Folio No. / Client Id: |
|DP ID: |
I/We _________________________________________________ being member(s) of ______ shares of the above-named company, hereby appoint
Name: _______________
Address: _______________
E-mail Id: _______________
Signature: _______________ or failing him ______________
Name: _______________
Address: _______________
E-mail Id: _______________
Signature: _______________ or failing him ______________
As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra-Ordinary General Meeting of the Company, to be held on the Tuesday, December 4 , 2018 at 03:30 P.M. at the registered office of the Company situated at First Floor, Ashford Centre, Shankarrao Naram Marg, Lower Parel – West, Mumbai – 400 013, Maharashtra, India and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No
|Sr. No. |Particulars of Resolution |
|1. |TO ISSUE EQUITY SHARES AND 0.01% SERIES A CCPS ON PREFERENTIAL ALLOTMENT BASIS |
| | |
|Affix revenue stamp |
Signed this __________ day of ____________ 2018
Signature of Shareholder: ___________________
Signature of Proxy holder (s): __________________
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
ATTENDANCE SLIP
PLEASE FILL THE ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.
Joint shareholders may obtain additional slips on request.
|Master Folio No: | |
NAME AND ADDRESS OF SHAREHOLDER: ___________________________
NAME OF PROXYHOLDER: ________________________________________
NO. OF SHARES HELD: __________________________________________
I hereby record my presence at the EXTRA-ORDINARY GENERAL MEETING of the Members of APAC FINANCIAL SERVICES PRIVATE LIMITED held on Tuesday, December 4, 2018 at 03:30 P.M. at the registered office of the company situated at First Floor, Ashford Centre, Shankarrao Naram Marg, Lower Parel – West, Mumbai – 400 013, Maharashtra, India.
Signature of the Shareholder or Proxy -----------------------------
Notes:
(1) Members/Proxy holders are requested to produce the attendance slip duly signed for admission to the Meeting hall.
(2) Members are requested to bring their copies of Annual Report for reference at the Meeting hall.
Route Map
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