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ANGEL ONE LIMITED Board/Management Information 2021

Sep 8, 2021

62103_rns_2021-09-08_c6ac1dd2-eafd-4af2-837c-a79d21cf4731.pdf

Board/Management Information

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Listing Department National Stock Exchange of India Limited Exchange Plaza, C-1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051.

Department of Corporate Service BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

Symbol: ANGELBRKG Scrip Code: 543235

Dear Sirs/Ma'am,

Subject: Intimation pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This is to inform that the shareholders of the Company have approved the following Resolutions through Postal Ballot held on September 08, 2021:

  1. Approved the change of name of the Company and alteration of Memorandum of Association and Articles of Association.

The Name Clause of Memorandum of Association and Articles of Association has been altered pursuant to the approval of the shareholders for change of name.

Attached altered pages of Memorandum of Association and Articles of Association (Annexure A)

    1. Approved amendment to the Angel Broking Employee Long Term Incentive Plan 2021 ("LTI Plan 2021") for the employees of the Company and its subsidiaries.
    1. Appointment of Mr. Krishna Iyer (DIN: 01954913) as a Non-Executive Director of the Company (Annexure B)
    1. Appointment of Mr. Muralidharan Ramachandran (DIN: 08330682) as a Non-Executive Independent Director of the Company (Annexure B).

This is for your information and records. Kindly acknowledge the receipt.

Thanking you,

For Angel Broking Limited

PATEL NAHEED REHAN Digitally signed by PATEL NAHEED REHAN DN: c=IN, o=Personal, postalCode=400059, st=Maharashtra, serialNumber=333b54bd95a7b4b7206636 4d67a6162749f8eacabfc4132538e641ebee 970e18, cn=PATEL NAHEED REHAN Date: 2021.09.08 20:55:01 +05'30'

Naheed Patel Company Secretary and Compliance Officer Membership no. A22506

Date: September 08, 2021 Place: Mumbai

Encl.: As above

CSO & Corporate Office: 6th Floor, Ackruti Star, Central Road, MIDC, Andheri (E) Mumbai-400 093. T:(022)4000 3600 F:(022)3935 7699

Regd Office:

G-1, Ackruti Trade Centre, MIDC, Road No-7, Andheri (E), Mumbai - 400 093. T: (022) 6807 0100 F: (022) 6807 0107 E: [email protected] www.angelone.in

Angel Broking Limited

CIN: L67120MH1996PLC101709 SEBI Registration No Stock Broker: INZ000161534, CDSL: IN-DP-384-2018, PMS: INP000001546, Research Analyst: INH000000164, Investment Advisor: INA000008172, AMFI Regn. No. ARN–77404, PFRDA, Regn. No.-19092018.

Annexure A

THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

ANGEL ONE LIMITED* (Incorporated under the Companies Act, 1956)

The name of the Company was changed from Angel Broking Private Limited to Angel Broking Limited pursuant to the special resolution passed by the shareholders at the Extra-Ordinary General Meeting held on 22nd June, 2018.

*The name of the Company was changed from Angel Broking Limited to Angel One Limited pursuant to the special resolution passed by the shareholders through postal ballot on 8th September, 2021.

I. The name of the Company is ANGEL ONE LIMITED*

II. The Registered Office of the Company will be situated in the state of MAHARASHTRA

III. The objects for which the Company is established are:

(A) MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION:

So long as the Company is engaged in stock broking as a member of any recognized Stock Exchange in India, it will engage itself in only such business as a member of a recognized Stock Exchange is permitted to engage in under the Securities and Contracts (Regulation) Rules, 1957, and the Rules, Bye-laws and Regulations of the Stock exchange. Subject to the foregoing the objects for which the Company is established are:

  1. 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 arbitrage, share financing including margin funding.

    1. 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 superannuation.
    1. To act a 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.

Annexure A

THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES

ARTICLES OF

ASSOCIATION OF

ANGEL ONE LIMITED* (Incorporated under the Companies Act, 1956)

The name of the Company was changed from Angel Broking Private Limited to Angel Broking Limited pursuant to the special resolution passed by the shareholders at the Extra-Ordinary General Meeting held on 22nd June, 2018.

The following regulations comprised in these Articles of Association were adopted pursuant to members' resolution passed at the Extra-ordinary general meeting of the Company held on 22nd June, 2018 in substitution for the earlier regulations in the Articles of Association of the Company.

TABLE 'F' EXCLUDED

The regulations contained in the Table marked 'F' in Schedule I to the Companies Act, 2013 shall not apply to the Company, except in so far as the same are repeated, contained or expressly made applicable in these Articles or by the said Act.

The Regulations for the management of the Company and for the observance of the Members thereof shall be such as are contained in these Articles subject however to the exercise of the statutory powers of the Company in respect of repeal, additions, alterations, substitution, modifications and variations thereto by Special Resolution as prescribed by the Companies Act, 1956 or the Companies Act, 2013, as may be applicable for the time being in force.

Notwithstanding anything contained in these Articles of Association, the provisions of Part B i.e. Articles 134 to 140 (both inclusive) hereof shall apply and prevail over the provisions of Part A i.e. Articles 1 to 132 (both inclusive) of these Articles to the extent to which the provisions of Part A are inconsistent with or contrary to the provisions of Part B until the commencement of listing and trading of equity shares of the Company on a recognized stock exchange in India. In case of any inconsistency between Part B and the Act, the provisions of the Act shall prevail. On the commencement of listing and trading of equity shares of the Company on a recognized stock exchange in India, the provisions of Part B shall terminate, stand deleted and cease to have any force and effect.

PART- A

Interpretation

    1. (1) In these regulations—
    • (a) "the Company" or "this Company" means Angel One Limited.*
    • (b) "the Act" means the Companies Act, 2013, to the extent notified or made applicable including any amendment thereto from time to time or any reenactment thereof for the time being in force. Reference to any "section" or "sub-section" shall, unless otherwise stated, mean the sections or subsections of the Act, as the case maybe.
    • (c) ""the Articles"" means the Articles of Association or re-enactment thereof for the time being in force.
    • (d) "Board" or "Board of Directors" means a meeting of Directors duly called and constituted, or as the case may be, the Directors assembled as a Board, or the requisite number of Directors entitled to pass a circular resolution in accordance with these Articles, or the Directors of the Company collectively.
    • (e) "Capital" means the Share capital for the time being raised or authorised to be raised, for the purpose of the Company.

*Altered vide Special resolution passed through the Postal Ballot on 08th September, 2021

Annexure B

In compliance with Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

Details of Mr. Krishna Iyer and Mr. Muralidharan Ramchandran as required pursuant to SEBI Circular CIR/CFD/CMD/4/2015 dated September 9, 2015.

NameofDirector/KMP Mr. Krishna Iyer (DIN:01954913) Mr. Muralidharan Ramchandran(DIN: 08330682)
Reasonforchangeviz. ChangeinDesignationofMr. ChangeinDesignationofMr.
appointment, Krishna Iyer from Additional Non Muralidharan Ramchandran from
resignation,removal, ExecutiveDirectortoNon Additional Independent Director
deathorotherwise ExecutiveDirectorofthe to Independent Director of the
Company. Company.
(RegularisationofMr.Krishna (RegularisationofMr.
Iyer) Muralidharan Ramchandran)
Dateof July 15, 2021 August 06, 2021
Appointment/Cessation
(asapplicable)
Termsofappointment AppointedasaNon-Executive AppointedasaNon-Executive
Director w.e.f. July 15, 2021, not IndependentDirectorforthe
liable to retire by rotation. period of 5 years w.e.f. August 06,
2021 to August 05, 2026, not
liable for retirement by rotation.
BriefProfile KrishnaIyerisfusioneerof Muralidharan Ramachandran has
technology,humanitiesand more than 32 years of information
business. He has held executive technologyindustryexperience
positions including that of a CEO havingbeenassociatedwith
atsoftwarecompaniesandis organizationssuchasTata
currently an angel investor, non ConsultancyServices,Satyam
executive director and leadership ComputerServicesLimited,
coach to several organisations. He Epicenter Technologies Pvt. Ltd,
iseducatedasachartered Transworks Information Services
accountantandholds Limited (which was part of the
internationalcertificationsin Aditya Birla Group) and Syntel
technology and communication. which is now part of the French
multinational IT company, Atos.
Krishna's IT career of 22 plus
years with organizations such as He has been working in various
ScalaandKanbay(nowCap senior technology and business
Gemini) provided him living and leadership roles over the last 20
workingexperienceinEurope, years in the areas of information
Asia, North and South America. A technologyandinformation
significant part of his IT career security in the capacity of Head of
was spent as a co-founder and Quality Assurance, CIO, CTO and
CEO at Zentest Software Pvt Ltd CISO, Managing Director/CEO of
(GoLiveFaster.com), a predictive Atos India Local Business before
analyticsandQAFirmthatprimarily works with U.S. banks. taking over the current role ofdrivingBusinessgrowthof
infrastructure,securityservices
Krishna has facilitated visioning and industrialized automation for
and strategy sessions for the top Syntel's global customers.
leadership team of organizations
such as Atlas Copco, Bharat Forge, In his last role as the CEO for Atos
Angel Broking and Mindgate. He India Pvt Ltd, he was responsible
hasspokenatseveralglobal for the overall strategy for the
conferences and has addressed a growthofthebusinessand
variedaudienceincluding accountable for the P&L of the
executivesattopIndian local business. As a Board member
companies, engineers at MicrosoftSeattle,studentsatIITDelhi, ofthecompany,hewasalsoresponsibleforensuring
Bankers in the United States and compliance and governance
corporateteamsfromAsia,
Australia, Europe and America.
Disclosureof Mr. Krishna Iyer is not related to Mr. Muralidharan Ramachandran
relationshipbetween anyDirectororKMPofthe is not related to any Director or
Directors/KMPs Company. KMP of the Company.
(incaseof
appointmentofa
director)
Informationas Mr. Krishna Iyer is not debarred Mr. Muralidharan Ramachandran
requiredpursuanttoBSE from holding the office of directorby virtue of any SEBI order or any is not debarred from holding theoffice of director by virtue of any
Circular other such authority SEBI order or any other such
withref.no.LIST/ authority
COMP/14/2018‐19
andNationalStock
ExchangeofIndiaLtd
withref.no.
NSE/CML/2018/24,
datedJune20,2018