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ANGEL ONE LIMITED — Proxy Solicitation & Information Statement 2021
Nov 12, 2021
62103_rns_2021-11-12_6e26680b-bad6-495f-990b-e56f1c27360b.pdf
Proxy Solicitation & Information Statement
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To,
Listing Department Department of Corporate Service National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, G Block, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Bandra (East), Mumbai - 400 051. Mumbai - 400 001. Symbol: ANGELONE Scrip Code: 543235
Symbol: ANGELONE
Dear Sir/Ma’am,
Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for dispatch of Notice of Postal Ballot.
The Stock Exchanges are hereby informed that pursuant to the provisions of Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of Companies (Management & Administration) Rules, 2014, as amended and all other applicable provisions of Companies Act, 2013 including any statutory modification or re-enactment thereof for the time being in force and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and General Circular No. 14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020 , General Circular No. 39/2020 dated December 31, 2020 and General Circular No. 10/2021 dated 23[rd] June, 2021 and Secretarial Standard -2 ( SS-2 ), the Company is in the process of seeking approval of shareholders of Angel Broking Limited (‘ the Company ’) by passing following Resolutions as set out in the Postal Ballot Notice dated November 12, 2021.
| Sr. No. | Description of the Resolution | Type of Resolution |
|---|---|---|
| 1. | To alter the objects clause of Memorandum of Association of the Company |
Special Resolution |
| 2. | To alter the Articles of Association of the Company by substituting the existing set with a new set of Articles of Association |
Special Resolution |
| 3. | To consider and approve for the limits under Section 180(1)(c)of the Companies Act,2013 |
Special Resolution |
| 4. | To consider and approve for the limits under Section 180(1)(a)of the Companies Act,2013 |
Special Resolution |
| 5. | To consider and approve appointment of Ms. Mala Todarwal (DIN:06933515) as a Non-Executive Independent Director of the Company |
Ordinary Resolution |
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6th Floor, Ackruti Star, Central Road, MIDC, Andheri (E) Mumbai-400 093. T:(022)4000 3600 F:(022)3935 7699
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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 One Limited
(Formerly Known as 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.
Accordingly, a copy of the Postal Ballot Notice is enclosed. The same has been shared on Friday, November 12, 2021, with the shareholders of the Company on their registered email address whose names appear in the Register of Members/ List of Beneficial Owners as on Friday, November 5, 2021 (cut-off date). A person whose name is recorded in the register of members or in register of beneficial interest owners maintained by the depositories as on Friday, November 5, 2021 (cut-off date) shall be entitled to vote on the resolutions proposed to be passed by Postal Ballot / remote e-voting.
The Company has engaged the services of Link Intime India Private Limited (“LIIPL”) to provide remote e-voting facility to its Members. The remote e-voting period commences from Saturday, November 13, 2021 at 10:00 A.M. and ends on Sunday, December 12, 2021 at 5:00 P.M. The Postal Ballot results will be submitted within 48 hours from conclusion of the e-voting period, with the Stock Exchanges in accordance with the Listing Regulations.
The aforementioned Postal Ballot Notice has been uploaded on the Company’s website viz., www.angelone.in and the same is also available on the website of Link Intime India Private Limited (LIIPL) viz. https://instavote.linkintime.co.in, which is engaged for providing the remote e-voting facility.
We request you to take the above on your records and acknowledge receipt of the same.
Thanking you,
For Angel One Limited (Formerly Known as Angel Broking Limited)
Digitally signed by PATEL NAHEED PATEL REHAN DN: c=IN, o=Personal, postalCode=400059, st=Maharashtra, NAHEED serialNumber=333b54bd95a7b4b72066364d67a6162749f8eacabfc413253 8e641ebee970e18, cn=PATEL NAHEED REHAN REHAN Date: 2021.11.12 23:15:54 +05'30'
Naheed Patel
Company Secretary and Compliance Officer Membership Number: A22506
Date: November 12, 2021 Place: Mumbai
Encl.: Notice of Postal Ballot
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6th Floor, Ackruti Star, Central Road, MIDC, Andheri (E) Mumbai-400 093.
T:(022)4000 3600 F:(022)3935 7699
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 One Limited
(Formerly Known as 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.
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POSTAL BALLOT NOTICE
(Notice pursuant to Section 110 of the Companies Act, 2013)
Dear Shareholder(s),
Notice pursuant to Section 110 of the Companies Act, 2013, as amended read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended
Notice is hereby given pursuant to the provisions of Section 110 of the Companies Act 2013, as amended (“ the Act ”) and other applicable provisions, if any, of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended, (“ the Rules ”) and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any statutory modification or re-enactment thereof for the time being in force, General Circular Nos. 14/2020 dated April 08, 2020 , General Circular Nos. 17/2020 dated April 13, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020 and General Circular No. 10/2021 dated June 23, 2021 (the “ MCA Circulars ”) respectively issued by the Ministry of Corporate Affairs ( MCA ) and Secretarial Standard-2 ( SS-2 ), that, Angel One Limited (Formerly Known as Angel Broking Limited) (‘ the Company ’) is seeking the approval of the Members by way of Special Resolutions, for the matter as considered in the resolutions appended below, through Postal Ballot i.e., voting by electronic means. In view of the current extraordinary circumstances due to COVID-19 pandemic requiring social distancing, the companies are advised to take all decisions of urgent nature requiring members’ approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of Postal Ballot / e-voting in accordance with the provisions of the Act and rules made thereunder, without holding a general meeting that requires physical presence of members at a common venue.
Further, the MCA has, vide the aforementioned Circular dated April 13, 2020 read with Circular dated June 23, 2021, permitted the dispatch of Postal Ballot Notices by email to the shareholders who have registered their email ids with the Company / RTA / Depository Participant / Depository and secure their votes through e-voting. In respect of those shareholders who have not registered their email ids, the Company has provided the mechanism in this notice to register their email ids and a public notice to that effect will be published.
The Explanatory Statement setting out the material facts concerning the resolutions and the rationale thereof are annexed hereto for your consideration.
The Board of Directors of the Company has appointed Mr. Makarand Joshi, failing him, Ms. Kumudini Bhalerao, Partner of M/s. Makarand M. Joshi & Co., Company Secretaries as the Scrutinizer for conducting the Postal Ballot and e-voting process in a fair and transparent manner.
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6th Floor, Ackruti Star, Central Road, MIDC, Andheri (E) Mumbai-400 093. T:(022)4000 3600 F:(022)3935 7699
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 One Limited
(Formerly Known as 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.
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In compliance with Regulation 44 of the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 108 and other applicable provisions of the Act read with the Rules, the Company is pleased to provide e-voting facility to enable the shareholders of the Company to cast their votes electronically, instead of Postal Ballot Form. The reasons for not enclosing the Postal Ballot form has already been explained in the foregoing paras. Members (whether holding shares in demat form or in physical form) are requested to cast their votes by E-voting. The Company has engaged the services of Link Intime India Private Limited (LIIPL), the Company’s Registrar and Transfer Agent for the purpose of providing e-voting facility to all its Members.
Members (whether holding shares in demat form or in physical form) desiring to exercise their vote are requested to carefully follow the instructions in the Notes under the Section ‘Voting through electronic means’ in this Notice and cast their votes not later than 05:00 P.M. on December 12, 2021.
The Scrutinizer will submit his report to the Chairman of the Company or any official of the Company as authorized by the Board, if any, upon completion of scrutiny of e-voting in a fair and transparent manner and the result of the Postal Ballot through e-voting facility will be announced on or before December 14, 2021 by 05:00 P.M. The result of the Postal Ballot will be posted on the Company’s website i.e. www.angelone.in, besides communicating to the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited.
SPECIAL BUSINESS
Item No. 1 – To consider and approve the alteration of objects clause of Memorandum of Association of the Company:
To consider and to give assent/dissent for passing the following resolution as a Special Resolution :
“RESOLVED THAT pursuant to the provisions of sections 4, 13, 15 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modifications, amendment(s) or re-enactment(s) thereof, for the time being in force) and the rules framed thereunder, and other applicable regulations, rules and guidelines issued, if any, and subject to approval of Ministry of Corporate Affairs, and any other appropriate regulatory / statutory authorities and subject to such terms, conditions, amendments or modifications as may be required or suggested by any such appropriate authority, consent of the members of the Company be and is hereby accorded for alteration of the existing main objects 1 and 2 of the Memorandum of Association of Company as follows and inclusion of few additional objects in the ‘Objects incidental or ancillary to the attainment of main objects’ of the Company and other amendments required to align the existing memorandum of association with Table A of the Schedule I of the Companies Act, 2013.
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6th Floor, Ackruti Star, Central Road, MIDC, Andheri (E) Mumbai-400 093. T:(022)4000 3600 F:(022)3935 7699
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 One Limited
(Formerly Known as 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.
New Clauses 1 and 2:
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To carry on the business of broking in shares, commodities and currencies and their derivatives on recognized Exchanges; to engage sub-brokers, Authorized Persons, dealers and franchisees in connection therewith; to act as underwriters, sub-underwriters, distributors, arbitrageurs and as agents to subscribe, sell, purchase, or otherwise distribute or deal in either on own account or on behalf of clients, in securities, stocks, shares, commodities, currencies, derivatives, derivative instruments, debentures, debentures-stocks, bonds, units of Mutual Funds, including initial, follow-on and rights offerings therein, instruments, saving certificates, commercial paper, debt instruments, money market instruments, certificate of deposit, participation certificates in respect of any loans, deposits or securities, global or any other deposit receipts, treasury bills, government securities, third party financial products, including any other securities or instrument, any other instrument or paper evidencing any right to any security, debt or property of any nature whatsoever whether transferable or not, of any body-corporate, public or private, trusts, authority whether central, state or local, undertaking, institution, as permitted under the laws of India, that may be listed or traded or that are proposed to be listed or traded at any stock or other exchange in India or abroad, and all types of financing like share financing including margin trading facility and to do such other activities which are incidental and/ or ancillary to the same.
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To undertake and provide advisory, research, consultancy and procedural services, portfolio management and other financial services and maintenance, including but not limited to formulation and publication of research reports and literature, 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.
RESOLVED FURTHER THAT approval be and is hereby accorded for necessary revision in numbering of the clauses of the Memorandum of Association of the Company and adoption of a new set of Memorandum of Association of the Company.
(DIN: 01765743), Director of the Company or Mr. Vineet Agrawal (Chief Financial Officer) or Ms. Naheed Patel (Membership Number: A22506) (Company Secretary and Compliance Officer) of the Company be and are hereby authorized severally to sign and submit required e-forms with the Ministry of Company Affairs – MCA and to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution.
RESOLVED FURTHER THAT a certified copy of the resolution signed by any one of the Directors or the Company Secretary of the Company be furnished to the concerned authorities as and when required.”
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Angel One Limited CSO & Corporate Office: Regd Office: (Formerly Known as Angel Broking Limited) 6th Floor, Ackruti Star, Central G-1, Ackruti Trade Centre, CIN: L67120MH1996PLC101709, Road, MIDC, Road No-7, Andheri (E), SEBI Registration No Stock Broker: MIDC, Andheri (E) Mumbai-400 Mumbai - 400 093. 093. INZ000161534, CDSL: IN-DP-384-2018, PMS: T: (022) 6807 0100 T:(022)4000 3600 INP000001546, Research Analyst: F: (022) 6807 0107 F:(022)3935 7699 INH000000164, Investment Advisor: E: [email protected] INA000008172, AMFI Regn. No. ARN–77404, www.angelone.in PFRDA, Regn. No.-19092018.
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Item No. 2 - To alter the Articles of Association of the Company by substituting the existing set with a new set of Articles of Association:
To consider and to give assent/dissent for passing the following resolution as a Special Resolution :
“RESOLVED THAT pursuant to the provisions of Section 5,14,15 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s), amendment(s) or reenactment(s) thereof, for the time being in force), and subject to the necessary approval(s), permissions, consents and sanctions required, if any by the statutory authorities and all other applicable laws and regulations if any, the consent of the members be and is hereby accorded for substitution of the existing set of Articles of Association of the Company with the new set of Articles of Association to bring it in line with the Companies Act, 2013.
(DIN: 01765743), Director of the Company or Mr. Vineet Agrawal (Chief Financial Officer) or Ms. Naheed Patel (Membership Number: A22506) (Company Secretary and Compliance Officer) of the Company be and are hereby authorized severally to sign and submit required e-forms with the Ministry of Company Affairs – MCA and to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution.
RESOLVED FURTHER THAT a certified copy of the resolution signed by any one of the Directors or the Company Secretary of the Company be furnished to the concerned authorities as and when required.”
Item No. 3 – To approve the increase in borrowing limits under section 180(1)(c) of the Companies Act, 2013:
“ RESOLVED THAT pursuant to the provisions of 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and relevant rules made thereto ((including any statutory modifications, amendment(s) or re-enactments thereof, for the time being in force) and in supersession of all the earlier resolutions passed in this regard, the consent of the shareholders of the Company be and is hereby accorded to the Board of Directors, to borrow money, as and when required, from, including without limitation, any bank or other financial institution or foreign lender or anybody corporate or entity or entities or authority or authorities, any other securities or instruments, such as floating rate notes, fixed rate notes, syndicated loans, debentures, bonds, commercial papers, short term loans or any other instruments etc. and/or through credit from official agencies and/or by way of commercial borrowings from the private sector window of multilateral financial institution, either in rupees or in such other foreign currencies as may be
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6th Floor, Ackruti Star, Central Road, MIDC, Andheri (E) Mumbai-400 093. T:(022)4000 3600 F:(022)3935 7699
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 One Limited
(Formerly Known as 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.
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permitted by law from time to time, as may be deemed appropriate by the Board for an aggregate amount not exceeding Rs. 5,000 crores (Rupees Five Thousand crores only), notwithstanding that money so borrowed together with the monies already borrowed by the Company, if any (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid-up share capital of the Company and its free reserves.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto, and to sign and to execute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution.
RESOLVED FURTHER THAT a certified true copy of the above resolution signed by any one of the Directors or the Company Secretary of the Company be furnished to the concerned authorities as and when required.”
Item No. 4 – To approve the increase in limits under section 180(1)(a) of the Companies Act, 2013:
“ RESOLVED THAT pursuant to the provisions Section 180(1)(a) and other applicable provisions if any, of the Companies Act, 2013 read with relevant Rules made thereunder (including any modification(s) thereto or re-enactment(s) thereof for the time being in force), provisions of the Memorandum and Articles of Association of the Company and subject to such approvals, sanctions, consents, permissions as may be necessary, consent of the members be and is hereby accorded to the Board of Directors of the Company to pledge, mortgage, hypothecate and/or charge all or any part of the moveable or immovable properties of the Company and the whole or part of the undertaking of the Company of every nature and kind whatsoever and/or creating a floating charge in all or any movable or immovable properties of the Company and the whole of the undertaking of the Company to or in favour of banks, financial institutions, investors and any other lenders or debenture trustees to secure the amount borrowed by the Company or any third party from time to time for the due payment of the principal and/or together with interest, charges, costs, expenses and all other monies payable by the Company or any third party in respect of such borrowings provided that the aggregate indebtedness secured by the assets of the Company does not exceed Rs. 5,000 crores (Rupees Five Thousand crores only) at any time.
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6th Floor, Ackruti Star, Central G-1, Ackruti Trade Centre, Road, MIDC, Road No-7, Andheri (E), MIDC, Andheri (E) Mumbai-400 Mumbai - 400 093. 093. T: (022) 6807 0100 T:(022)4000 3600 F: (022) 6807 0107 F:(022)3935 7699 E: [email protected] www.angelone.in
Angel One Limited
(Formerly Known as 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.
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RESOLVED FURTHER THAT the Board of the Company be and are hereby authorized to finalise with banks/financial institutions the documents for creating aforesaid mortgage and/or the charge and to do all such acts, deeds, matters and things as may be necessary, proper and expedient or incidental for giving effect to this resolution.
RESOLVED FURTHER THAT a certified true copy of the above resolution signed by any one of the Directors or the Company Secretary of the Company be furnished to the concerned authorities as and when required.”
Item No. 5– To approve the appointment of Ms. Mala Todarwal (DIN: 06933515) as a NonExecutive Independent Director of the Company.
To consider and to give assent/dissent for passing the following resolution as an Ordinary Resolution :
“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Ms. Mala Todarwal (DIN: 06933515) who has been appointed as an Additional Director in the capacity of Independent Director of the Company by the Board of Directors effective October 20, 2021 in terms of Section 161 of the Companies Act, 2013, and whose appointment as an Independent Director is recommended by the Nomination and Remuneration Committee and the Board of Directors of the Company, and in respect of whom the Company has received a notice in writing from a Member proposing her candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the Company for a period of five years with effect from October 20, 2021 to October 19, 2026, not subject to retirement by rotation, upon such remuneration as detailed in the explanatory statement hereto and as may be determined by the Board of Directors of the Company from time to time within the overall limits of remuneration under the Companies Act, 2013.
RESOLVED FURTHER THAT Mr. Dinesh Thakkar (DIN:00004382) and Mr. Ketan Shah (DIN: 01765743), Directors of the Company be and are hereby authorised to file Form DIR-12, for the appointment of Ms. Mala Todarwal (DIN: 06933515) as an Independent Director, with the Ministry of Corporate Affairs and to do all such acts, things, deeds and matters as may be necessary or incidental, to give effect to the above said resolution.
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6th Floor, Ackruti Star, Central Road, MIDC, Andheri (E) Mumbai-400 093. T:(022)4000 3600 F:(022)3935 7699
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 One Limited
(Formerly Known as 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.
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RESOLVED FURTHER THAT a certified copy of the resolution signed by any one of the Directors or the Company Secretary of the Company be furnished to the concerned authorities as and when required.”
By Order of the Board For Angel One Limited (Formerly Known as Angel Broking Limited)
Sd/-
Naheed Patel Company Secretary & Compliance Officer Membership No: A22506
Registered Office : G-1, Ground Floor, Akruti Trade Centre, Road No.- 7- MIDC, Andheri (East), Mumbai – 400 093.
Date: November 12, 2021 Place: Mumbai
Notes:
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The Explanatory Statement pursuant to Section 102 read with Section 110 of the Companies Act, 2013 relating to Special Business is annexed hereto.
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All the Relevant documents referred to in the accompanying Notice and the Statement pursuant to Section 102 of the Act, shall be available on the Company’s website i.e. www.angelone.in during the voting period.
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In compliance with provisions of Section 108 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws, and General Circular Nos. 14/2020 and 17/2020 dated April 08, 2020, April 13, 2020 , General Circular No. 39/2020 dated December 31, 2020 and General Circular No. 10/2021 dated June 23, 2021 respectively issued by the Ministry of Corporate Affairs (MCA), the Company is pleased to offer e-voting facility to its Members holding equity shares as on Friday, November 5, 2021 being the cut-off date, to exercise their right to vote electronically on the above resolution.
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Angel One Limited CSO & Corporate Office: Regd Office: (Formerly Known as Angel Broking Limited) 6th Floor, Ackruti Star, Central G-1, Ackruti Trade Centre, CIN: L67120MH1996PLC101709, Road, MIDC, Road No-7, Andheri (E), SEBI Registration No Stock Broker: MIDC, Andheri (E) Mumbai-400 Mumbai - 400 093. 093. INZ000161534, CDSL: IN-DP-384-2018, PMS: T: (022) 6807 0100 T:(022)4000 3600 INP000001546, Research Analyst: F: (022) 6807 0107 F:(022)3935 7699 INH000000164, Investment Advisor: E: [email protected] INA000008172, AMFI Regn. No. ARN–77404, www.angelone.in PFRDA, Regn. No.-19092018.
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The Company has engaged the services of Link Intime India Private Limited (LIIPL), the Company’s Registrar and Transfer Agent, for the purpose of providing e-voting facility to all its Members. Members desiring to exercise their vote by using e-voting facility are requested to carefully follow the instructions in the Notes under the Section ‘Voting through electronic means’ in this Notice.
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Pursuant to the Circular dated April 13, 2020 Read with Circular dated December 31, 2020 issued by MCA, the Notice, together with the documents accompanying the same, is being sent to all the Members electronically by e-mail who have registered their e-mail ids with the Company / Registrar and Transfer Agents/ NDSL/ CDSL/ Depository Participants), whose names appear in the Register of Members / list of Beneficial Owners as received from NSDL/CDSL as on Friday, November 5, 2021.
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Those persons who are shareholders as on Friday, November 5, 2021, i.e. whose names appear in the Register of Members / list of Beneficial Owners as received from NSDL/CDSL as on Friday, November 5, 2021 and have not registered their email id’s should register their email ids before the date of closure of e-voting by clicking on the link: https://linkintime.co.in/emailreg/email_register.html and follow the registration process as guided thereafter. Post successful registration of such email address, the member would get soft copy of the Notice and the procedure for remote e-voting along with the user ID and password to enable remote e-voting for this Postal Ballot. In case of any queries, members may write to: [email protected].
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There will be one e-vote for every Folio/Client ID irrespective of the number of joint holders.
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Voting Rights in the Postal Ballot cannot be exercised by a proxy.
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The aforementioned mechanism of registration of email ids for the purpose of e-voting will be also given by the Company in the Public Notice.
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The Notice will be displayed on the website of the Company i.e. www.angelone.in and on the website of Link in time India Private Limited (LIIPL) https://instavote.linkintime.co.in and https://instameet.linkintime.co.in. The notice shall also be uploaded on both the stock exchanges viz. BSE Limited and National Stock Exchange of India Limited.
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The date of completion of sending of the Notice and the Explanatory Statement will be announced through advertisement in the following newspapers: (i) Financial Express (All editions) in English language and (ii) Mumbai Lakshdeep (Mumbai edition) in Marathi language, having wide circulation in the district where the Registered Office of Company is situated.
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6th Floor, Ackruti Star, Central Road, MIDC, Andheri (E) Mumbai-400 093. T:(022)4000 3600 F:(022)3935 7699
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 One Limited
(Formerly Known as 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.
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The Company has appointed Mr. Makarand Joshi, failing him, Ms. Kumudini Bhalerao, Partner of M/s. Makarand M. Joshi & Co, Company Secretaries as the Scrutinizer for conducting Postal Ballot and e-voting process in a fair and transparent manner.
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The Scrutinizer will submit his report to the Chairman after completion of the scrutiny of the e-votes submitted. The Scrutinizer’s decision on the validity of the e-votes shall be final. The results of the Postal Ballot through e-voting will be announced on or before December 14, 2021. The results, together with the Scrutinizer’s Report, will be displayed on the Company’s website i.e. www.angelone.in, besides being communicated to BSE Limited and the National Stock Exchange of India Limited.
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Kindly note that in view of the current outbreak of COVID-19 as per the guidelines issued by the MCA vide MCA Circulars, the Notice would be sent in electronic mode only to all those shareholders who have registered their e-mail addresses with the Company or Depository Participant / Depository / Link Intime India Private Limited (LIIPL). Further, the shareholders would have the option to vote only through remote e-voting and voting through physical ballot papers will not be provided.
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The e-voting period commences on, November 13, 2021 at 10:00 A.M. IST and ends on December 12, 2021 at 05:00 P.M. IST. During this period, Members of the Company holding shares either in physical form or in dematerialized form, as on the relevant date, i.e. Friday November 5, 2021, are requested to cast their vote electronically. The e-voting module shall be disabled by Link Intime India Private Limited (LIIPL) for voting on December 12, 2021 at 05.00 P.M. IST. Once the vote on a resolution is cast by a Member, he or she will not be allowed to change it subsequently.
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6th Floor, Ackruti Star, Central G-1, Ackruti Trade Centre, Road, MIDC, Road No-7, Andheri (E), MIDC, Andheri (E) Mumbai-400 Mumbai - 400 093. 093. T: (022) 6807 0100 T:(022)4000 3600 F: (022) 6807 0107 F:(022)3935 7699 E: [email protected] www.angelone.in
Angel One Limited
(Formerly Known as 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.
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ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (“THE ACT”) SETTING OUT ALL MATERIAL FACTS:
Item No. 1:
The Companies Act, 2013 has been amended frequently by way of notifications and amendment acts including Companies (Amendment), 2020. Similarly, securities laws including Securities and Exchange Board of India Act (SEBI Act) and Rules framed thereunder have also undergone sea change by way of numerous circulars and notifications issued by SEBI and Central Government. Earlier, the Company had altered its Memorandum of Association to implement new provisions of Companies Act, 2013.
However, in view of frequent changes thereafter, it was thought fit by the Board of directors of the Company that certain objects in the existing Memorandum of Association (‘MOA’) of the Company should be amended/modified or added for value addition and in this regard, Board of Directors have approved the alteration of the Main objects (clauses 1 and 2) and objects under the head ‘Objects incidental or ancillary to the attainment of main objects’ through circular resolution passed as on November 12, 2021.
The alterations/ additions were made in the main objects of MOA so as to align to the existing business of the Company. However, such additions or alterations in the ancillary objects clause were made to enable the Company do to acts including but not limited to issue debentures, bonds, purchase or import, take on lease or in exchange, hire or otherwise acquire any moveable or immovable property, issue shares in payment or part payment of such properties, to make donations in cash or in kind, etc. or addition of terms in clause related to intangible assets like patent rights, copyrights, etc. and other related clauses.
During this exercise of amendment of existing objects clause, chronological serial numbers have also been changed and were required to be renumbered. The revised set of draft MOA after incorporating the alterations/amendment/modifications as approved by the Board of Directors of the Company is available on our website i.e. www.angelone.in on the investor relations page.
Such alteration in the objects clause of MOA requires approval of the Members by passing Special Resolution.
None of the Directors or the Key Managerial Persons of the Company or their respective relatives are concerned or interested, financially or otherwise in the resolution as set out at the accompanying Notice except to the extent of their shareholding.
The Board recommends passing of the resolution set out at Item No. 1 as a Special Resolution.
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6th Floor, Ackruti Star, Central Road, MIDC, Andheri (E) Mumbai-400 093. T:(022)4000 3600 F:(022)3935 7699
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 One Limited
(Formerly Known as 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.
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Item No. 2:
The Companies Act, 2013 has been amended frequently by way of notifications and amendment acts including Companies (Amendment), 2020. Similarly, securities laws including Securities and Exchange Board of India Act (SEBI Act) and Rules framed thereunder have also undergone sea change by way of numerous circulars and notifications issued by SEBI and Central Government. Earlier, the company had altered its Articles of Association to implement new provisions of Companies Act, 2013. However, in view of frequent changes thereafter, it was thought fit by the Board of directors of the company that certain clauses of the existing Articles of Association (AOA’) of the company should be amended/modified and certain new clauses should also be inserted or replaced in place of existing clauses of Articles of Association to align the same with the prevailing provisions of the Act and Rules referred hereinabove.
During this exercise of amendment of existing clauses and insertion of certain new clauses, chronological serial numbers of the clauses of Articles of Association has also been changed and were required to be renumbered. Therefore, the Board of Directors of the Company are of the view that, the existing set of Articles of Association should be replaced wholly by a new set of AOA. The new AOA to be substituted in place of the existing AOA wherein relevance of “Table-F” of the Act in AOA has also been modified. The Board of Directors of the Company have approved the resolution by circulation for adoption of new set of AOA which was passed as on November 12, 2021.
The revised set of draft AOA after incorporating the alterations/amendment/modifications as approved by the Board of Directors of the Company is available on our website i.e. www.angelone.in on the investor relations page.
The Company requires approval of the Members by passing Special Resolution.
None of the Directors or the Key Managerial Persons of the Company or their respective relatives are concerned or interested, financially or otherwise in the resolution as set out at the accompanying Notice except to the extent of their shareholding.
The Board recommends passing of the resolution set out at Item No. 2 as a Special Resolution.
Item No. 3:
Keeping in view the Company’s existing and future financial requirements to support its business operations, the Company needs additional funds. For this purpose, the Company is desirous of raising finance from various Banks and/or Financial Institutions and/ or any other lending institutions and/or Bodies Corporate and/or such other persons/ individuals as may be considered fit, which, together with the moneys already borrowed by the Company (apart from
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6th Floor, Ackruti Star, Central Road,
MIDC, Andheri (E) Mumbai-400 093. T:(022)4000 3600 F:(022)3935 7699
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 One Limited
(Formerly Known as 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.
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temporary loans obtained from the Company’s bankers in ordinary course of business) may exceed the aggregate of the paid-up capital and the free reserves of the Company. Section 180 (1) (c) of the Companies Act, 2013 permits the Company to borrow money along with the money already borrowed by the Company, except the temporary loans obtained from the Companies banker in ordinary course of business, beyond the paid –up capital and free reserve of the Company, only if the same is approved by the Members of the Company. Hence it is proposed to increase the maximum borrowing limits upto Rs. 5,000 crores (Rupees Five Thousand crores only).
The Board of Directors recommends the resolution to be passed by Special Resolution.
None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested in the passing of the Resolution except to the extent of their shareholding in the Company.
Item No. 4:
Keeping in view the Company’s existing and future financial requirements to support its business operations, the Company needs additional funds. For this purpose, the Company is desirous of raising finance from various Banks and/or Financial Institutions and/ or any other lending institutions and/or Bodies Corporate and/or such other persons/ individuals as may be considered fit, which, together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in ordinary course of business) may exceed the aggregate of the paid-up capital and the free reserves of the Company. Section 180 (1) (c) of the Companies Act, 2013 permits the Company to borrow money along with the money already borrowed by the Company, except the temporary loans obtained from the Companies banker in ordinary course of business, beyond the paid –up capital and free reserve of the Company, only if the same is approved by the Members of the Company.
In order to facilitate securing the borrowing made by the Company, it would be necessary to create charge on the assets or whole or part of the undertaking of the Company. Section 180(1)(a) of the Companies Act, 2013 provides for the power to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company subject to the approval of members in the General Meeting. Hence it is proposed to increase the limits upto Rs. 5,000 crores (Rupees Five Thousand crores only).
The Board of Directors recommends the resolution to be passed by Special Resolution.
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6th Floor, Ackruti Star, Central Road, MIDC, Andheri (E) Mumbai-400 093. T:(022)4000 3600 F:(022)3935 7699
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 One Limited
(Formerly Known as 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.
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None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested in the passing of the Resolution except to the extent of their shareholding in the Company.
Item No. 5:
Based on the recommendation of Nomination and Remuneration Committee, Ms. Mala Todarwal (DIN: 06933515), was appointed as an Additional Non-Executive Independent Director, by the Board of Directors through resolution passed through circulation dated October 20, 2021 for a period of 5 (five) years with effect from October 20, 2021 to October 19, 2026, subject to approval of the Members of the Company who is not liable to retire by rotation.
In terms of section 160 of the Companies Act, 2013, the Nomination and Remuneration Committee and the Board have recommended the appointment of Ms. Mala Todarwal as an Independent Director pursuant to the provisions of Sections 149 and 152 of the Companies Act, 2013. The Company has also received a notice in writing from a Member proposing the candidature of Ms. Mala Todarwal to be appointed as Director of the Company.
The Company has received a declaration from Ms. Mala Todarwal confirming that she meets the criteria of independence under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Company has also received Ms. Mala Todarwal consent to act as a Director in terms of section 152 of the Companies Act, 2013 and a declaration that she is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.
In the opinion of Nomination and Remuneration Committee and the Board, Ms. Mala Todarwal fulfils the criteria for independence specified in the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his appointment as an Independent Director of the Company and is independent of the management.
In line with the Company’s remuneration policy for Independent Directors, Ms. Mala Todarwal will be entitled to receive remuneration by way of sitting fees as approved by the Board of Directors, reimbursement of expenses for participation in the Board and Committee meetings.
Considering, Ms. Mala Todarwal experience in the field of statutory audits, management assurance, management and systems audit, due diligence, taxation, international taxation etc., the Nomination and Remuneration Committee and Board of Directors are of the opinion that it would be in the best interest of the Company considering her vast experience to appoint her as an Independent Director for a period of five years with effect from October 20, 2021 to October 19, 2026.
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6th Floor, Ackruti Star, Central G-1, Ackruti Trade Centre, Road, MIDC, Road No-7, Andheri (E), MIDC, Andheri (E) Mumbai-400 Mumbai - 400 093. 093. T: (022) 6807 0100 T:(022)4000 3600 F: (022) 6807 0107 F:(022)3935 7699 E: [email protected] www.angelone.in
Angel One Limited
(Formerly Known as 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.
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Additional information in respect of Ms. Mala Todarwal, pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards on General Meetings (SS-2), is provided at Annexure A to this Notice. A brief profile of Ms. Mala Todarwal is also provided at Annexure B to this Notice.
Except Ms. Mala Todarwal and/or her relatives, none of the Directors and Key Managerial Personnel of the Company and/or their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 5.
The Board of Directors recommends the resolution proposing the appointment of Ms. Mala Todarwal (DIN: 06933515) as an Independent Director of the Company, as set out in Item No. 5 for approval of the Members by way of an Ordinary Resolution.
ANNEXURE A Details of Directors seeking appointment [Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
Following is the information required under the Secretarial Standards with respect to appointment of the Director:
| Name of the Director | Ms. Mala Todarwal |
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| Date of Birth | May3, 1985 |
| Category | Independent Director |
| Nationality | Indian |
| **Age ** | 36 |
| DIN | 06933515 |
| Date of first Appointment on the Board | October 20, 2021 |
| Relationship with other Directors, Manager and other Key Managerial Personnel of the company |
None |
| Expertise in specific functional area | Statutory audits, management assurance, management and systems audit, due diligence, taxation, international taxation etc. |
| Qualifications | Chartered Accountant |
| Details of Board Meetings attended by the Director during theyear |
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| Terms and Conditions of Appointment or re- appointment along with remuneration |
As stated in explanatory statement (Item No. 5)of this Notice. |
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6th Floor, Ackruti Star, Central G-1, Ackruti Trade Centre, Road, MIDC, Road No-7, Andheri (E), MIDC, Andheri (E) Mumbai-400 Mumbai - 400 093. 093. T: (022) 6807 0100 T:(022)4000 3600 F: (022) 6807 0107 F:(022)3935 7699 E: [email protected] www.angelone.in
Angel One Limited
(Formerly Known as 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.
| Remuneration last drawn | - | |
| Board Membership of other listed Companies as on October 20, 2021 |
1. Welspun Investments and Commercials Limited 2. IVP Limited |
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| Chairmanships/Memberships of the Committees of other public limited companies as on March 31, 2021 |
1. IVP Limited- Member of Audit Committee and Nomination and Remuneration Committee 2. Welspun Investment & Commercials Limited – Member of Audit Committee, Nomination and Remuneration Committee and Stakeholder Investor Grievance Committee 3.Welspun Captive Power Generation Limited- Member of Audit Committee and Nomination and Remuneration Committee 4. Sterlite Interlinks Limited- Member of Audit Committee and Chairman of Stakeholder Investor Grievance Committee and Nomination and Grievance Committee |
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| Number of equity shares held in the Company as at March 31, 2021 |
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Note: The Directorship, Committee Memberships and Chairmanships do not include positions in foreign companies, unlisted companies and private companies, position as an advisory board member and position in companies under Section 8 of the Companies Act, 2013.
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6th Floor, Ackruti Star, Central G-1, Ackruti Trade Centre, Road, MIDC, Road No-7, Andheri (E), MIDC, Andheri (E) Mumbai-400 Mumbai - 400 093. 093. T: (022) 6807 0100 T:(022)4000 3600 F: (022) 6807 0107 F:(022)3935 7699 E: [email protected] www.angelone.in
Angel One Limited
(Formerly Known as 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.
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ANNEXURE-B
Brief profile of Directors seeking appointment
1. Mala Todarwal
Mala Todarwal is a fellow member of the Institute of Chartered Accountant of India and is a practicing Chartered Accountant since 2009. She is also the member of Bombay Chartered Accountants Society.
After her stint with Deloitte, she is now an active partner of M/s. Arun Todarwal & Associates LLP who are senior members of International Association of Practicing Accountants (IAPA) and The UK 200 Group-International Accounting Bodies based in the UK with more than 350 members in about 55 countries.
During her years if practice, she has handled various professional assignments including statutory audits, management assurance, management and systems audit, due diligence, taxation, international taxation etc.
She has been an independent director in several companies and over her tenure has helped companies in strengthening their corporate governance structure, risk assessment and plans to mitigate them as well as implementation of recommendations given by the auditors on strengthening the controls and processes of Companies.
Remote e-Voting Instructions for shareholders post change in the Login mechanism for Individual shareholders holding securities in demat mode, pursuant to SEBI circular dated December 9, 2020:
As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.
Login method for Individual shareholders holding securities in demat mode is given below:
- Individual Shareholders holding securities in demat mode with NSDL
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Existing IDeAS user can visit the e-Services website of NSDL viz... https://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login"" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e- Voting service provider name i.e. LINKINTIME and you will be re-directed to “InstaVote” website for casting your vote during the remote e-Voting period.
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If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Angel One Limited
6th Floor, Ackruti Star, Central G-1, Ackruti Trade Centre, Road, MIDC, Road No-7, Andheri (E), MIDC, Andheri (E) Mumbai-400 Mumbai - 400 093. 093. T: (022) 6807 0100 T:(022)4000 3600 F: (022) 6807 0107 F:(022)3935 7699 E: [email protected] www.angelone.in
(Formerly Known as 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.
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
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Individual Shareholders holding securities in demat mode with CDSL
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Existing users who have opted for Easi / Easiest, can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
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After successful login of Easi/Easiest the user will be able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
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If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration.
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Alternatively, the user can directly access e-Voting page by providing demat account number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
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Individual Shareholders (holding securities in demat mode) login through their depository participants You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e- Voting period.
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6th Floor, Ackruti Star, Central Road, MIDC, Andheri (E) Mumbai-400 093. T:(022)4000 3600 F:(022)3935 7699
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 One Limited
(Formerly Known as 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.
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Login method for Individual shareholders holding securities in physical form is given below:
Individual Shareholders of the company, holding shares in physical form as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:
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Open the internet browser and launch the URL: https://instavote.linkintime.co.in
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Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -
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A. User ID: Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company.
B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
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C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)
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D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
* Shareholders/ members holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
▶ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
▶ Click “confirm” (Your password is now generated).
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Click on ‘Login’ under ‘SHARE HOLDER’ tab.
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Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.
Cast your vote electronically:
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After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon .
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E-voting page will appear.
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Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
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After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.
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Angel One Limited
6th Floor, Ackruti Star, Central Road, MIDC, Andheri (E) Mumbai-400 093. T:(022)4000 3600 F:(022)3935 7699
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
(Formerly Known as 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.
Guidelines for Institutional shareholders:
Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’ . They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.
Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:
Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.
Helpdesk for Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 or 22- 23058542-43. |
Individual Shareholders holding securities in Physical mode has forgotten the password:
If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in
o Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’ o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.
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6th Floor, Ackruti Star, Central G-1, Ackruti Trade Centre, Road, MIDC, Road No-7, Andheri (E), MIDC, Andheri (E) Mumbai-400 Mumbai - 400 093. 093. T: (022) 6807 0100 T:(022)4000 3600 F: (022) 6807 0107 F:(022)3935 7699 E: [email protected] www.angelone.in
Angel One Limited
(Formerly Known as 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.
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In case shareholder is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company
Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:
Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
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During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.
Helpdesk for Individual Shareholders holding securities in demat mode:
In case shareholders/ members holding securities in demat mode have any technical issues related to login through Depository i.e. NSDL/ CDSL, they may contact the respective helpdesk given below:
| iven below: | |
|---|---|
| Login type | Helpdesk details |
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 or 22-23058542-43. |
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6th Floor, Ackruti Star, Central G-1, Ackruti Trade Centre, Road, MIDC, Road No-7, Andheri (E), MIDC, Andheri (E) Mumbai-400 Mumbai - 400 093. 093. T: (022) 6807 0100 T:(022)4000 3600 F: (022) 6807 0107 F:(022)3935 7699 E: [email protected] www.angelone.in
Angel One Limited (Formerly Known as 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.
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Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders & evoting service Provider is LINKINTIME.
In case shareholders/ members holding securities in physical mode/ Institutional shareholders have any queries regarding e-voting, they may refer the Frequently Asked Questions (‘FAQs’) and InstaVote e-Voting manual available at https://instavote.linkintime.co.in, under Help section or send an email to [email protected] or contact on: - Tel: 022 –4918 6000.
Those persons who are shareholders as on Friday, November 5, 2021 , i.e. whose names appear in the Register of Members / list of Beneficial Owners as received from NSDL/CDSL as on Friday, on Friday, November 5, 2021 and have not registered their email ids should register their email ids before the date of closure of e-voting by clicking on the link: https://instavote.linkintime.co.in and follow the registration process as guided thereafter. Post successful registration of such email address, the member would get soft copy of the Notice and the procedure for remote e-voting along with the user ID and password and EVEN to enable remote e-voting for this Postal Ballot. In case of any queries, members may write to [email protected]
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6th Floor, Ackruti Star, Central Road, MIDC, Andheri (E) Mumbai-400 093. T:(022)4000 3600 F:(022)3935 7699
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 One Limited
(Formerly Known as 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.
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CALENDER OF EVENTS FOR SPECIAL RESOLUTION TO BE PASSED THROUGH POSTAL BALLOT/ E-VOTING
| S. NO. | ITEMS | DATE |
|---|---|---|
| 1) | Date of passing the resolution | Friday, November 12, 2021 |
| 2) | Authorizing Company Secretary for issue of Notice of Postal Ballot |
Friday, November 12, 2021 |
| 3) | Appointment of Scrutinizer | Friday, November 12, 2021 |
| 4) | Cut-off date for e-voting and Postal Ballot | Friday, November 05, 2021 |
| 5) | Printing and dispatchofNotice | Friday, November 12,2021 |
| 6) | Sending of Notice of Postal Ballot to the exchanges |
Friday, November 12, 2021 |
| 7) | Uploading of notice of Postal Ballot at Company Website |
Friday, November 12, 2021 |
| 8) | Advertisement in Newspaper | Sunday, November 14, 2021 |
| 9) | E-Voting commencement date & time | Saturday, November 13, 2021 at 10.00 a.m. (IST) |
| 10) | E-Voting ending date and time and Last date of receiving Postal Ballot forms by Scrutinizer |
Sunday, December 12, 2021 at 5.00 p.m. (IST) |
| 11) | Report by Scrutinizer to Company | on or before Tuesday, December 14, 2021 |
| 12) | Declaration of Result | on or before Tuesday, December 14, 2021 |
| 13) | Uploading of result of Postal Ballot on the website of Stock Exchange & on Company’s Website |
on or before Tuesday, December 14, 2021 |
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6th Floor, Ackruti Star, Central Road, MIDC, Andheri (E) Mumbai-400 093. T:(022)4000 3600 F:(022)3935 7699
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 One Limited
(Formerly Known as 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.