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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)
Angel Commodities Broking Pvt. Ltd.
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.
Angel Commodities Broking Pvt. Ltd.
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.
Angel Commodities Broking Pvt. Ltd.
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
Angel Commodities Broking Pvt. Ltd.
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 naheed.patel@angelbroking.com
Relationship with the parties to the
Scheme
ACBPL is a wholly-owned subsidiary of
ABPL
Angel Commodities Broking Pvt. Ltd.
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.)
3,900,000 equity shares of Rs. 10/- each 3,90,00,000
Total 3,90,00,000
Subscribed and Fully Paid Up Share Capital
3,900,000 equity shares of Rs. 10/- each 3,90,00,000
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
Angel Commodities Broking Pvt. Ltd.
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 naheed.patel@angelbroking.com
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
42,000,000 equity shares of Rs. 10/- each 42,00,00,000
Total 42,00,00,000
Issued, Subscribed and Fully Paid-up Share Capital
14,364,175 equity shares of Rs. 10/- each 14,36,41,750
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
Angel Commodities Broking Pvt. Ltd.
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.
Angel Commodities Broking Pvt. Ltd.
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;
Angel Commodities Broking Pvt. Ltd.
“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.
Angel Commodities Broking Pvt. Ltd.
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
Angel Commodities Broking Pvt. Ltd.
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:-
Angel Commodities Broking Pvt. Ltd.
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
Angel Commodities Broking Pvt. Ltd.
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.
Angel Commodities Broking Pvt. Ltd.
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,
Angel Commodities Broking Pvt. Ltd.
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
Angel Commodities Broking Pvt. Ltd.
ROUTE MAP OF THE VENUE
Angel Commodities Broking Pvt. Ltd.
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
Angel Commodities Broking Pvt. Ltd.
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.
Angel Commodities Broking Pvt. Ltd.
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.
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