DB(INTERNATIONAL)Stock Brokers Ltd — Proxy Solicitation & Information Statement 2022

Oct 12, 2022

• NSE & BSE : CAPITAL MARKET, F&O & CURRENCY SEGMENTS
• MCX ICEX: COMMODITIES
• DEPOSITORY PARTICIPANT: CDSL IPO, MUTUAL FUND & BONDS

Office: 114, New Delhi House, 27 Barakhamba Road, New Delhi-110001 Tel.:011-43606162 Website: www.dbonline.in E-Mail: compliance@dbonline.in CIN: L67120GJ1992PLC121278

Date: 12th October, 2022

To,	To,
Listing Department	Department of Corporate Services.
National Stock Exchange of India Ltd.	BSE Limited,
Exchange Plaza, Plot No. C/1,	Phiroze Jeejeebhoy Towers,
G Block, Bandra Kurla Complex Bandra (E)	Dalal Street
Mumbai – 400051	Mumbai-400001
NSE Symbol: DBSTOCKBRO	Company Code:530393

Subject: Notice of Extra-Ordinary General Meeting of the Company

Dear Sir,

With reference to the Captioned Subject, this is to inform you that the Extra-Ordinary General Meeting of the Company is scheduled to be held on Thursday, November 10, 2022 at 09:30 A.M at the registered office of the Company at Unit No. 210/211/211A, 2nd floor, Dalal Street Commercial Co-operative Society Ltd, Block No 53, Zone 5, Gift City, Gandhinagar, Gujarat-382355.

Pursuant to Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, please find enclosed herewith Notice of the Extra-Ordinary General Meeting of the Company.

Kindly consider the same in your records.

Thanking You,

Yours faithfully

For DB (International) Stock Brokers Limited

Digitally signed by PRAGYA SINGH Date: 2022.10.12 16:45:31 +05'30'

Pragya Singh Company Secretary & Compliance Officer

• NSE & BSE : CAPITAL MARKET, F&O & CURRENCY SEGMENTS
• MCX ICEX: COMMODITIES
• DEPOSITORY PARTICIPANT: CDSL IPO, MUTUAL FUND & BONDS

Office: 114, New Delhi House, 27 Barakhamba Road, New Delhi-110001

Tel.:011-43606162 Website: www.dbonline.in E-Mail: compliance@dbonline.in CIN: L67120GJ1992PLC121278

NOTICE is hereby given that the Extra Ordinary General Meeting of DB (International) Stock Brokers Limited will be held on Thursday, 10th November, 2022 at 09:30 A.M. at the registered office of the Company at Unit No. 210/211/211A, 2nd floor, Dalal Street Commercial Co-operative Society Ltd, Block No 53, Zone 5, Gift City, Gandhinagar, Gujarat-382355 to transact the following business:

SPECIAL BUSINESS:

To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

1. To revise the borrowing limit from Rs. 100 Crores to Rs. 300 Crores as per section 180(1)(c) of Companies Act, 2013.

"RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and subject to consent of the members including any statutory modifications or any amendments or any substitution or re-enactment thereof, if any, for the time being in force and all other applicable Acts, laws, rules, regulations and guidelines for the time being in force; the consent of the Company be and is hereby accorded to the Board of Directors of the Company for borrowing from time to time as they may think fit, any sum or sums of money not exceeding Rs. 300 Crores [including the money already borrowed by the Company] on such terms and conditions as the Board may deem fit, notwithstanding that the money to be borrowed together with the money already borrowed by the Company (apart from the temporary loans obtained from the Company"s Bankers in the ordinary course of business) and remaining un-discharged at any given time, exceed the aggregate, for the time being, of the paid-up capital of the Company and its free reserves.

RESOLVED FURTHER THAT for the purpose of giving effect to the above Resolution, the Board of Directors of the Company be and is hereby authorized to take all such actions and to give all such directions and to do all such acts, deeds, matters and things as may be necessary and/or expedient in that behalf.".

By order of the Board of Directors

For DB (International) Stock Brokers Limited

Sd/- Pragya Singh Company Secretary & Compliance Officer

Place: New Delhi Date: 12th October, 2022

Regd. Off.: Unit No. 210/211/211A at 2nd floor, Dalal Street Commercial Co-operative Society Ltd, Block No.53, Zone 5, Gift City, Gandhinagar, Gujarat-382355

NOTES:

• 1. A statement setting out material facts pursuant to section 102 of the Companies Act, 2013 (the Act) with respect to the items covered under special business of the notice is annexed hereto.
• 1. In terms of section 105 of the Companies Act, 2013, a member of a Company entitled to attend and vote at the Extra-ordinary General Meeting is entitled to appoint another person as a proxy to attend and vote instead of himself/herself and the proxy need not be a member of the company.
• 1. The instrument appointing the proxy, in order to be effective, must be deposited at the Registered office/Corporate Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. Proxies submitted on behalf of companies, societies, etc., must be supported by an appropriate resolution/authority, as applicable. A person can act as proxy on behalf of shareholders not exceeding fifty (50) and/or holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a shareholder holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.
• 1. Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send to the Company, a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.
• 1. Members are requested to notify any change in their address, bank details/ ECS (Electronic Clearing Services) immediately at the Corporate Office of the Company/ Registrar Transfer Agent (RTA)/ Depository Participant (DP).
• 1. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, October 31, 2022 to November 10, 2022 (both days will be inclusive).
• 1. Electronic copy of the Notice convening the Extra Ordinary General Meeting of the Company inter alia indicating the process and manner of e-voting along with attendance slip and proxy form is being sent in the permitted mode.
• 1. A blank proxy form along with attendance slip is enclosed herewith. Members/Proxies should fill the Attendance Slip for attending the Meeting and bring their Attendance Slips to the Meeting.
• 1. Members may also note that the Notice convening the Extra Ordinary General Meeting will also be available on the Company"s website www.dbonline.in which can be downloaded from the site. The physical copies of the aforesaid documents will also be available at the Company"s corporate office for inspection during normal business hours on all the working days except Saturday. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, free of cost. For any communication, the members may also send their requests to the Company"s investor email id: investors@dbonline.in .

10. Voting through Electronic Means

I. In compliance with provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the Company provides to its members, the facility to exercise their right to vote on resolutions proposed to be considered at the Extra Ordinary General Meeting (EGM) by electronic means and the business may be transacted through e-voting services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the EGM ("remote e-voting") will be provided by Central Depository Services Limited (CDSL).

II. The instructions for shareholders voting electronically are as under:

• i. The voting period begins on November 07th, 2022 (9:00 A.M.) and ends on November 09th, 2022 (5:00 P.M.). During this period shareholders" of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (October, 31st 2022), may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
• iii. The shareholders should log on to the e-voting website www.evotingindia.com
• iv. Click on Shareholders/ Member.
• v. Now Enter your User ID
  • a) For CDSL: 16 digits beneficiary ID,
  • b) For NSDL : 8 Character DP ID followed by 8 Digits Client ID,
  • c) Members holding shares in Physical Form should enter Folio Number registered with the Company.
• vi. Enter the Image Verification as displayed and Click on Login.
• vii. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
• viii. If you are a first time user follow the steps given below:

	For Members holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax department (Applicable for bothdemat shareholders as well as physical shareholders)
	Members who have not updated their PAN with the Company/Depository participant arerequested to use the first two letters of their name and the 8 digits of the sequence numberin the PAN field. Sequence number is printed on attendance slip.In case the sequence number is less than 8 digits enter the applicable number of 0"s beforethe number after the first two characters of the name in CAPITAL letters. Eg. If yourname is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PANfield.
DividendBank Details or	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in yourdemat account or in the company records in order to login.
Date ofBirth (DOB)	id/folio number in the Dividend bank details field as mentioned in instruction (v).

• ix. After entering these details appropriately, click on "SUBMIT" tab.
• x. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach "Password Creation" menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting

through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• xi. For members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this notice.
• xii. Click on the EVSN of DB (International) Stock Brokers Limited on which you choose to vote.
• xiii. On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• xiv. Click on the "RESOLUTION FILE LINK" if you wish to view the entire Resolution details.
• xv. After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• xvi. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• xvii. You can also take a print of the voting done by you by clicking on "Click here to print" option on the Voting page.
• xviii. If a demat account holder has forgotten the changed login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• xix. Shareholders can also cast their vote using CDSL"s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
• xx. Note for Non-individual Shareholders and Custodians.

▪ Non-individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

▪ A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com

▪ After receiving the login details a Compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

▪ The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

▪ A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

xxi. Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. 31st October, 2022 may follow the same instructions as mentioned above for e-voting.

• xxii. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com
• 1. Members who do not have access to remote e-voting facility may send duly completed Ballot form annexed herewith to, Mr. Suryakant Gupta, Proprietor of M/s Surya Gupta & Associates, Practicing Company Secretaries, (Membership No. F9250, COP No.10828), at the Registered Office of the Company not later than 09th November, 2022 (5:00 p.m. IST). Any person who becomes a member of the Company after the dispatch of the Notice of the meeting and holding shares as on the cut-off date i.e. 31st October, 2022 have the option to request for physical copy of the ballot form by sending an email to investors@dbonline.in by mentioning their Folio No./DP ID and Client ID No.

Ballot form received after Wednesday, November 09th, 2022 (5:00 p.m.) will be treated as invalid. A member can opt for only one mode of voting i.e. either through remote e-voting or by Ballot. If a member casts vote by both modes, then voting done through remote e-voting shall prevail and the Ballot form shall be treated as invalid.

• 1. Members are entitled to make nomination in respect of the shares held by them in physical form. Members desirous of making nominations may send their request in Form SH.13 in duplicate to the Registrars and Shares Transfer Agents (RTA) of the Company. Members may obtain a blank Form SH-13 upon request to the Company or its RTA.
• 1. In terms of the requirements of the Secretarial Standard on General Meetings (SS-2) a route map of the venue of the EGM is enclosed.

For any investor related queries, communication may be sent to us by email to investors@dbonline.in

By order of the Board of Directors

For DB (International) Stock Brokers Limited

Sd/- Pragya Singh Company Secretary & Compliance Officer

Place: New Delhi Date: 12th October, 2022

EXPLANATORY STATEMENT:

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

The following Statement sets out all material facts relating to the Special Business mentioned in the Notice:

Item No. 1: To revise the borrowing limit from Rs. 100 Crores to Rs. 300 Crores as per section 180(1)(c) of Companies Act, 2013:

As per provision of the Section 180 (1) (c) of the Companies Act, 2013 the Board of Directors of a Company cannot Borrow money (apart from temporary loans obtained from the Company's Bankers in the ordinary course of business) in excess of the Company's Paid-up Capital and Free Reserves (that is reserves not set apart for any specific purpose) without the consent of the shareholders of the General Meeting.

The Business is growing and working capital requirement is increasing. Total sanctioned limits of the company as on date is more than Rs. 100 Crores. In order to avail existing sanctioned limits and meet the growing working capital requirement the borrowing limits are required to be increased substantially, The company may avail further loans/financial facilities from the Banks/ Financial Institutions or any other Lenders for business purposes Therefore, it is considered necessary to revise the borrowing limits of the Board of Directors from Rs. 100,00,00,000/- (Rupees Hundred Crores) to Rs. 300,00,00,000/- (Rupees Three Hundred Crores)

The Resolution set out at Item No.1 of the notice is put forth for consideration of the members as a Special Resolution pursuant to Section 180(1)(c) of the Companies Act, 2013, authorizing the Board of Directors to borrow upto a sum of Rs. 300 Crores.

None of the Directors of the Company is in any way concerned or interested in the said resolution.

By order of the Board of Directors

For DB (International) Stock Brokers Limited

Sd/- Pragya Singh Company Secretary & Compliance Officer

Place: New Delhi Date: 12th October, 2022

DB (INTERNATIONAL) STOCK BROKERS LIMITED Regd. Office: Unit No. 210/211/211A, 2nd floor, Dalal Street Commercial Co-Operative Society Ltd, Block No 53, Zone 5, Gift City, Gandhinagar, Gujarat-382355 Corporate Office: 114, New Delhi House, 27 Barakhamba Road, New Delhi - 110001 CIN: L67120GJ1992PLC121278 Website: www.dbonline.in Email Id: compliance@dbonline.in Tel No: 011-43606162

ATTENDANCE SLIP

Please complete this Attendance Slip and hand it over at the entrance of the meeting hall. Joint shareholders may obtain Additional attendance slip on request.

Ledger Folio No.: DP ID/CLIENT ID	No. of Shares held :
Name :
Address :

I hereby record my presence at Extra Ordinary General Meeting of DB (International) Stock Brokers Limited held on Thursday, 10th November, 2022 at 09:30 A.M. at the registered office of the Company at Unit No. 210/211/211A, 2nd floor, Dalal Street Commercial Co-operative Society Ltd, Block No 53, Zone 5, Gift City, Gandhinagar, Gujarat-382355.

Signature of Shareholder / Proxy:

.

Electronic Voting Particulars
EVSN (E VotingSequence Number)	User ID	Password
221012001	As per the Notes in the Notice	As per the Notes in the Notice

Note: Please refer to the Instructions printed under the Notes to the Notice of the Extra Ordinary General Meeting. The E-voting period starts from November 07th, 2022 (9:00 A.M.) and ends on November 09th, 2022 (5:00 P.M.)

DB (INTERNATIONAL) STOCK BROKERS LIMITED Regd. Office: Unit No. 210/211/211A, 2nd floor, Dalal Street Commercial Co-Operative Society Ltd, Block No 53, Zone 5, Gift City, Gandhinagar, Gujarat-382355 Corporate Office: 114, New Delhi House, 27 Barakhamba Road, New Delhi - 110001 CIN: L67120GJ1992PLC121278 Website: www.dbonline.in Email Id: compliance@dbonline.in Tel No: 011-43606162

PROXY FORM

{Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(1) of the Companies (Management and Administration) Rules, 2014}

I/We…………………………………holding………… no. of shares being a member of DB (International) Stock Brokers Limited hereby appoint ……………………………………of…………………….or failing him………………………………of……………………….……as my/our proxy in my/our absence to attend and vote for me/us and on my/our behalf on Thursday, 10th November, 2022 at 09:30 A.M IST at the registered office of the Company at Unit No. 210/211/211A at 2nd floor Dalal Street Commercial Cooperative Society Ltd, Block No.53, Zone 5, Gift City, Gandhinagar, Gujarat-382355, or at any adjournment thereof.

Signed this ………….....…day of…………..2022

Signature of Shareholder:

Signature of Proxy holder(s):

Affix Revenue Stamp of Rs. 1/-

Ledger Folio No.:	No. of Shares held :
Name :
Address :

NOTE:

• a) The Proxy in order to be effective must be deposited at the registered office of the Company duly stamped, completed and signed, at least 48 hours before the time for holding of the meeting.
• b) The Proxy form should be signed across the stamp as per specimen signature registered with the Company.

DB (INTERNATIONAL) STOCK BROKERS LIMITED

Regd. Office: Unit No. 210/211/211A, 2nd floor, Dalal Street Commercial Co-Operative Society Ltd, Block No 53, Zone 5, Gift City, Gandhinagar, Gujarat-382355

Corporate Office: 114, New Delhi House, 27 Barakhamba Road, New Delhi - 110001

CIN: L67120GJ1992PLC121278

Website: www.dbonline.in

Email Id: compliance@dbonline.in

Tel No: 011-43606162

FORM NO. MGT-12

BALLOT PAPER

[Pursuant to Section 109(5) of the Companies Act, 2013 and Rule21 (1)(c) of the Companies (Management and Administration) Rules,2014]

To be Held on Thursday, 10th November, 2022EXTRA ORDINARYGENERAL MEETING –at 09:30 A.MIST
S.NO.	Particulars	Details
1.	Name of the first namedShareholder/Proxy Holder (IN BLOCKLETTERS)
2.	Postal address
3.	Registered folio No. / *Client ID No.(*Applicable to investors holding sharesin dematerialized form)
4.	Class of share

I hereby exercise my vote in respect of resolutions enumerated below, by recording my assent or dissent to the said resolution in the following manner:

S.No.	Item No.	No. ofsharesheld by me	I assent totheresolution('For') (Noof Shares)	Idissentfromtheresolution('Against')(NoofShares)
Special Business
1.	To revise the borrowing limit from Rs. 100Crores to Rs. 300 Crores as per section180(1)(c) of Companies Act, 2013.

Place:

Date:

Signature of Shareholder/Proxy/Authorised Representative

DB (INTERNATIONAL) STOCK BROKERS LIMITED Regd. Office: Unit No. 210/211/211A, 2nd floor, Dalal Street Commercial Co-Operative Society Ltd, Block No 53, Zone 5, Gift City, Gandhinagar, Gujarat-382355 Corporate Office: 114, New Delhi House, 27 Barakhamba Road, New Delhi - 110001 CIN: L67120GJ1992PLC121278 Website: www.dbonline.in Email Id: compliance@dbonline.in Tel No: 011-43606162

Unit No. 210/211/211A, 2nd floor, Dalal Street Commercial Co-operative Society Ltd, Block No 53, Zone 5, Gift City, Gandhinagar, Gujarat-382355.

ROUTE MAP TO THE EGM VENUE

Link:

https://www.google.com/maps/search/google+map+address++Dalal+Street+Commercial+C ooperative+Society+Ltd,+Block+No.53,+Zone+5,+Gift+City,+Gandhinagar,+Gujarat-382355/@23.1698948,72.6313695,13z