Angel Commodities Broking Pvt. Ltd.

Transcription

1 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, 9 th October, 2017 at 2.00 p.m. at 6th Floor, Ackruti Star, Central Road, MIDC, Andheri East, Mumbai 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: )

2 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, 9 th October, 2017 at 2.00 p.m. at 6th Floor, Ackruti Star, Central Road, MIDC, Andheri East, Mumbai 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 , not later than 48 (forty eight) hours before the scheduled time of the commencement of the aforesaid meeting.

3 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: ) Date: 15 th September, 2017 Place: Mumbai Registered Office: G-1, Akruti Trade Centre, Road No-7, MIDC, Mumbai 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.

4 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 a.m. to 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

5 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, 9 th October, 2017 at 2.00 p.m. at 6th Floor, Ackruti Star, Central Road, MIDC, Andheri East, Mumbai 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 Corporate Details of the Transferor Company Particulars Details Corporate Identification Number (CIN) U67120MH1996PTC Permanent Account Number (PAN) AAACK3472D Date of Incorporation July 10, 1996 Type of Company Listed/Unlisted Registered Office address Details of change of name, Registered Office and objects of the Company during the last five years address Relationship with the parties to the Scheme Private Company Unlisted G-1, Akruti Trade Centre, Road No-7, MIDC, Mumbai N.A. naheed.patel@angelbroking.com ACBPL is a wholly-owned subsidiary of ABPL

6 4.1.2 Share Capital of the Transferor Company: 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 Business and objects of the Transferor Company: The Transferor Company is a registered commodities broker under the applicable rules with National Commodities and Derivatives Exchange Limited and Multi Commodity Exchange 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 ) Corporate Details of the Transferee Company Particulars Details Corporate Identification Number (CIN) U67120MH1996PTC 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

7 Details of change of name, Registered Office and objects of the Company during the last five years address Relationship with the parties to the Scheme No-7, MIDC, Andheri East, Mumbai N.A. ABPL is the holding company of ACBPL Share Capital of the Transferee Company 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 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 International Finance Corporation (IFC) Lalit T Thakkar Nirwan Monetary Services Pvt. Ltd Mukesh Gandhi jointly with Bela Mukesh Gandhi Nishith Jitendra Shah jointly with Jitendra Nimchand Shah (Partners of M/s. Nimchand Thakershi) 7 Deepak T Thakkar Bharat Chimanlal Shah Jointly with Hansa Bharat Shah 9 Ashok Dariyanumal Thakkar

8 10 Bela M Gandhi jointly with Mukesh Gandhi Ashok Popatlal Shah Chandresh Popatlal Shah Sunita Magnani Dinesh D Thakkar HUF Ashwin S Thakkar Hansa Bharat Shah jointly with Bharat Chimanlal Shah 17 Muskan Daulatani (Neeta Thakkar) Ekta Bharat Shah Jointly with Bharat C Shah Manjula Ramnik Gala Rajiv R Phadke Amit Majumdar Vinay Agrawal Ketan B Shah Nikhil H Daxini Pinkey Kothari Asha Govind Mehta jointly with Govind R Mehta 27 Nishita H Mehta jointly with Haresh Govind Mehta 28 Govind R. Mehta jointly with Asha Govind Mehta 29 Romi G. Mehta jointly with Asha G Mehta Roy H Thomas Kanta Dinesh Thakkar Mahesh D Thakkar Jaya Prakash Ramchandani (Naina Thakkar) Total 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 Business and objects of the Transferee Company: 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.

9 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 1 st 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;

10 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.

11 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: 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 The receipt of approvals of the relevant Stock Exchanges and Commodity Exchanges or any other Appropriate Authority as may be required under Applicable Law The Scheme being sanctioned by the NCLT / Appropriate Authority under Sections 230 to 233 and other applicable provisions of the Act 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 17 th 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 17 th 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

12 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 6 th September, 2017 and BSE on 8 th 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 8 th 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 14 th September, 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:-

13 ABPL Name of Director Mr. Dinesh D. Thakkar Designation/ Date of Appointment/ Age Chairman and Managing Director Address 1401, 14th Floor, A-Wing, Bldg No2, Raheja Classique, Oshiwara, New Link Road, Andheri West, Mumbai Mr. Lalit Thakkar Director 1601/B, Vikas Paradise Building, LBS Marg, Mulund West, Mumbai Mr. Vinay Agrawal Director F-1701, Whispering Palms Xxclusive, Lokhandwala Township, Akurli Road, Kandivali (E), Mumbai Shares in ABPL ,812, Name of KMPs Designation Shares in ABPL Mr. Vineet Agrawal Chief Finanical Nil Officer Ms. Naheed Patel Company Secretary Nil Name of the relatives of the Shares in ABPL directors 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 Santanu Syam Rohit Ambosta Designation/ Date of Appointment/ Age Director Director Address 191, Kalpataru heights, DR. A L Nair, Road, Nr. Agripada P S, mumbai Central, Mumbai G, Kalpataru Aura, LBS Marg, Ghatkopar West, Equity Shares in ACBPL Nil Nil Equity Shares in ABPL Nil Nil

14 Mumbai 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 (I) (Transferor Company) Relationship subsisting between such companies Nature of Wholly Owned Subsidiary of Relationship the Transferee Company (Transferee Company) Holding company of Transferor Company (ii) (iii) 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 17 th August, 2017 which was attended by all the Directors mentioned above and the resolution was passed unanimously 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 No effect. cease to exist Promoters N. A. N. A. The meeting was held on 17 th August, 2017 which was attended by all the Directors mentioned above and the resolution was passed unanimously Nonpromoter members Deposit Holders Creditors N. A. N. A. N. A. N. A. 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.

15 ordinary course of business. Debenture holders Deposit Trustee & Debenture Trustee N. A. N. A. N. A. N. A. (iv) 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. 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 31 st 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 a.m.to 5.00 p.m. and at the venue of the meeting on 9 th 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,

16 (iv) (v) (vi) (vii) Certified Copy of the Audit Committee Resolution dated 16 th August, 2017 of ABPL; 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; Certified Copies of the resolutions passed by the respective Board of Directors of the ABPL and ACBPL dated 17 th August, 2017 approving the Scheme; 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 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 15 th September, Santanu Syam Director (DIN: ) Registered Office: G-1, Akruti Trade Centre, Road No-7, MIDC, Mumbai

17 ROUTE MAP OF THE VENUE Angel Commodities Broking Pvt. Ltd.

18 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, 9 th October, 2017 at 2.00 p.m. at 6th Floor, Ackruti Star, Central Road, MIDC, Andheri East, Mumbai 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. Please affix Revenue Stamp of Re. 1 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 not less than 48 (Forty Eight) hours prior to the commencement of the aforesaid meeting. A person can act as proxy on behalf of

19 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.

20 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, 9 th October, 2017 at 2.00 p.m. at 6th Floor, Ackruti Star, Central Road, MIDC, Andheri East, Mumbai 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.