NOTICE€¦ · Web viewNOTICE IS HEREBY GIVEN THAT THE SECOND EXTRA-ORDINARY GENERAL MEETING (“EGM”) OF APAC FINANCIAL SERVICES PRIVATE LIMITED WILL BE HELD ON WEDNESDAY, MAY

APAC FINANCIAL SERVICES PRIVATE LIMITEDRegistered Office: 181 A 18th Floor Maker Tower A Cuffe Parade,

Colaba, Mumbai- 400005, Maharashtra, India. E-mail ID: [email protected]

CIN: U65999MH2017PTC294664Tel No.: +9122 22044219

NOTICE IS HEREBY GIVEN THAT THE SECOND EXTRA-ORDINARY GENERAL MEETING (“EGM”) OF APAC FINANCIAL SERVICES PRIVATE LIMITED WILL BE HELD ON WEDNESDAY, MAY 16, 2018 AT 10:00 A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT 181 A, 18TH FLOOR, MAKER TOWER A, CUFFE PARADE, COLABA, MUMBAI – 400005 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 an Ordinary Resolution:

"RESOLVED THAT pursuant to Sections 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) thereto or re-enactment thereof for the time being in force) and in accordance with the provisions of Articles of Association (AOA) 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, the consent of the members be and herby is accorded to the Board to issue 1,30,00,000 equity shares of Rs. 10/- (Rupees Ten Only) aggregating to Rs. 13,00,00,000/- (Rupees Thirteen Crore Only) on a preferential allotment basis through Preferential Issue and on such terms and conditions, including payment of monies as may be approved or finalized by the Board to the persons mentioned herein below:



CIN: U65999MH2017PTC294664Tel No.: +9122 22044219

RESOLVED FURTHER THAT on offer letter as set out in the Form PAS 4 to the Companies (Prospectus and Allotment of Securities) Rules, 2014 together with an application form be issued to the aforementioned proposed allottee inviting them to subscribe to the equity shares and that the name of the proposed allottee be entered on record prior to issuance of the invitation to subscribe.

RESOLVED FURTHER THAT the monies received by the Company from the proposed allottee for application of shares pursuant to the preferential issue under section 42 and 62 of the Companies Act, 2013 be kept by the Company in a separate Bank Account bearing account no. CA/ 1612849186 with Kotak Mahindra Bank Limited at Colaba, Mumbai and utilized by the Company 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 through the Preferential Issue shall rank paripassu 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 any Director of the Company be and is hereby authorised to sign and file private placement offer letter (in the format set out in the form PAS 4 to the Companies (Prospectus and Allotment of Securities) Rules, 2014),

Sr. No.

Name Number of Shares

1. Harpreet Singh 10,00,0002. Randhir Singh 50,00,0003. Sahil Bhargava 2,50,0004. Sanjay Sharma 10,00,0005. Shalaka Gadekar 10,00,0006. Shankar Dey 10,00,0007. Sumesh Mishra 17,50,0008. Viswanathan N 20,00,000



CIN: U65999MH2017PTC294664Tel No.: +9122 22044219

application letter, return of allotment, file a record of private placement offers in form PAS 5 with the Registrar of Companies or any other documents or forms as may be required from 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

Shankar DeyDirectorDIN: 00056794

Registered Office:181 A, 18th Floor, Maker Tower A, Cuffe Parade, Colaba, Mumbai – 400005CIN:U65999MH2017PTC294664



CIN: U65999MH2017PTC294664Tel No.: +9122 22044219

NOTES:

1. A Member entitled to attend and vote at the Extra-Ordinary General Meeting (the “Meeting”) 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 should, however be deposited at the registered office of the company not less than forty-eight hours before the commencement of the Extra-Ordinary General Meeting.

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 Extra-Ordinary General Meeting.



CIN: U65999MH2017PTC294664Tel No.: +9122 22044219

1. EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (2) OF THE COMPANIES ACT, 2013 (The ‘ACT’)

The Board of Directors (Board) of the Company on May 16, 2018 had approved subject to approval to the members by special resolution proposal for raising of funds upto an amount of Rs. 13,00,00,000/- aggregating to (Rupees Thirteen Crores Only) by way of issue of equity shares on a preferential allotment basis (“Preferential Issue”).

A Statement of disclosure as required under Rule 13(2)(d) of the Companies (Share Capital and debentures) Rules, 2014 is as under:

Sr. No.

Particular Details

1. 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.

2. Total Number of Securities to be Issued

Equity Shares- 1,30,00,000

3. The Price or the Price band at/within which the allotment is proposed

The equity shares are proposed to be issued at a price of Rs. 10/- (Face Value of Rs. 10/- each)

4. Basis on which the price has been arrived at along with

As mentioned in the enclosed copy of theValuation Certificate issued M/s Kamal Patel & Co, Chartered Accountants

5. Relevant date with reference to which the price has been arrived

28 April 2018

6. The class or classes of person to whom allotment is proposed to be made

The allotment shall be made to persons mentioned in above resolution.

7. Intention of Promoter, Directors or Key managerial person to subscribe to the offer

Shankar Dey, director of the Company is participating/ subscribing to the present offer

8. The Proposed time The Company shall complete the



CIN: U65999MH2017PTC294664Tel No.: +9122 22044219

within with the allotment shall be completed

issue and allotment of equity shares within 30 days from the date of receipt of application money.

9. The Name of the proposed allottees and the percentage of post preferential offer 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. As mentioned in

aforesaid resolution

NIL NIL Equity Shares

1,30,00,000

7.65%

10 The change in control, if any, in the company that would occur consequent to the preferential issue

There will no change in the control in the Company consequent to the preferential offer.

11 The number of Persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price

Not Applicable

12. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer

Not applicable

13. The pre issue and post issue shareholding pattern of the company in the following format:

Sr. No.

Category Pre- Issue Post- IssueNo. of Shares

held

% of share

holding

No. of Shares

held

% of share

holdingA. Promoters Holding:1. Indian:

Individual 15,70,00,0 100 15,70,00,0 92.35



CIN: U65999MH2017PTC294664Tel No.: +9122 22044219

00 00Bodies Corporate -- -- -- --Sub Total 15,70,00,

000 100 15,70,00,000 92.35

2. Foreign Promoters -- -- -- --Sub Total (A)

15,70,00,000

100 15,70,00,000

92.35

B. Non-Promoters Holding:lnstitutionalInvestorsNon- InstitutionPrivate Corporate BodiesDirectives and relatives

- - 10,00,000 0.59

lndian Public - - 1,20,00,00

0 7.06Others (includingNRIs)

- - - -

Sub Total(B)

15,70,00,000 100 1,30,00,00

0 7.65Grand Total

15,70,00,000 100 17,00,00,

000 100

In accordance with the provision of Section 42 and Section 62, a company offering or making an invitation to subscribe to securities on a private placement basis, is required to obtain prior approval of the members by way of special resolution, for each of the offers or invitation.

The approval of the members is accordingly being sought by way of special resolution under section 42 and 62 of the Companies Act, 2013 read with rules made there under.

The Directors recommend the aforesaid resolution for the approval by the members as a special resolution.



CIN: U65999MH2017PTC294664Tel No.: +9122 22044219

None of the directors and their relatives are in any way concerned or interested, financially or otherwise except Mr. Shankar Dey, Director, in the resolution set out in the notice.

By Order of the Board

For APAC Financial Services Private Limited

Shankar DeyDirectorDIN: 00056794

Registered Office:181 A, 18th Floor, Maker Tower A, Cuffe Parade, Colaba, Mumbai – 400005CIN:U65999MH2017PTC294664



CIN: U65999MH2017PTC294664Tel No.: +9122 22044219

Form No. MGT-11

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules,

2014]

CIN: U65999MH2017PTC294664

Name of the Company: APAC FINANCIAL SERVICES PRIVATE LIMITED

Registered Office: 181 A, 18th Floor, Maker Tower A, Cuffe Parade, Colaba, Mumbai – 400005

Name of the Member(s):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 May 16, 2018 at 10:00 A.M. at the registered office of the Company situated at 181 A, 18th Floor, Maker Tower A, Cuffe Parade, Colaba, Mumbai – 400005 and at any



CIN: U65999MH2017PTC294664Tel No.: +9122 22044219

adjournment thereof in respect of such resolutions as are indicated below:

Resolution No

Sr. No. Particulars of Resolution

1. To issue equity shares on preferential basis through private placement basis

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.

Affix revenue stamp



CIN: U65999MH2017PTC294664Tel No.: +9122 22044219

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 May16, 2018 at 10:00 A.M. at the registered office of the company situated at 181 A, 18th Floor, Maker Tower A, Cuffe Parade, Colaba, Mumbai – 400005

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.



CIN: U65999MH2017PTC294664Tel No.: +9122 22044219

Route Map

Documents

NOTICE€¦ · Web viewNOTICE IS HEREBY GIVEN THAT THE SECOND EXTRA-ORDINARY GENERAL MEETING (“EGM”) OF APAC FINANCIAL SERVICES PRIVATE LIMITED WILL BE HELD ON WEDNESDAY, MAY