NOTICE IS HEREBY GIVEN THAT THE EIGHTH EXTRA-ORDINARY

GENERAL MEETING (“EGM”) OF THE SHAREHOLDERS OF APAC

FINANCIAL SERVICES PRIVATE LIMITED WILL BE HELD ON
MONDAY, FEBRUARY 25, 2019 AT 11:00 A.M. AT THE REGISTERED
OFFICE OF THE COMPANY AT FIRST FLOOR, ASHFORD CENTRE,
SHANKARRAO NARAM MARG, LOWER PAREL WEST, MUMBAI – 400
013 TO TRANSACT THE FOLLOWING BUSINESS:

SPECIAL BUSINESS

1. To consider, review and if thought fit, to pass, with or without

modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Sections 42, and 62(1)(c) read with Rule 14
of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and
Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, and all
other applicable provisions, if any, of the Companies Act, 2013 and the Rules
framed thereunder including any statutory modification(s) or re-enactment(s)
thereof for the time being in force and pursuant to the provisions of FEM
(Issue and Transfer of Securities to Persons Resident Outside India)
Regulations, 2017, as amended from time to time, and any other regulations,
master directions and FDI policy formulated by regulatory and governmental
authorities and in accordance with the provisions of articles of association of
the Company and subject to the permissions, consents, sanctions and
approval by any authority, as may be necessary and subject to such
conditions and modifications as might be prescribed while granting such
approvals, consents, permissions and sanctions, and which may be agreed to
by the Board to exercise its powers including the powers conferred by this
resolution, consent of the members be and hereby accorded to the Board to
issue 4,50,000 (Four Lakhs Fifty Thousand) equity shares having a face value
of Rs. 10/- (Rupees Ten only) (Face value per share) at a premium of Rs. 10/-
(Rupees Ten only) (premium per share) aggregating to Rs. 90,00,000/-
(Rupees Ninety Lakhs) on a preferential allotment basis to the persons
mentioned herein below (collectively referred to as “Proposed Allottees”):

Sr. No. Name of Individual No. of Equity Shares

1. Jatinder Mohan Singh Shah 2,00,000

2. Praveen Vecha 2,50,000

RESOLVED FURTHER THAT the Board be and is hereby authorized to

issue to the Proposed Allottees a private placement offer cum application
letter in the manner set out in the Form PAS 4 of the Companies (Prospectus
and Allotment of Securities) Rules, 2014 inviting the Proposed Allottees to
subscribe to the equity shares and that the name of the Proposed Allottees be
entered in record maintained by the Company in the manner set out in Form
PAS 5 of the Companies (Prospectus and Allotment of Securities) Rules, 2014,
prior to issuance of the private placement offer cum application letter.
RESOLVED FURTHER THAT the monies received by the Company from
the Proposed Allottees in lieu of the issuance and allotment of the equity
shares pursuant to the preferential allotment under section 42, and 62(1)(c) of
the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and
Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share
Capital and Debentures) Rules, 2014, shall be kept by the Company in a
separate bank account with Kotak Mahindra Bank Limited account no.
1613389872 situated at Lower Parel Branch opened pursuant to resolution
passed by the Board in its meeting dated October 16, 2018 in accordance with
the provisions of section 42 of the Companies Act, 2013.

RESOLVED FURTHER THAT the Equity Shares to be offered, issued and

allotted by the Company on a preferential allotment basis shall rank pari passu
with the existing equity shares of the Company in all respects, including
dividend, and shall be subject to the provisions of the memorandum of
association and the articles of association of the Company.

RESOLVED FURTHER THAT any Director or Company Secretary of the

Company be and is hereby authorised to sign private placement offer letter
(in the format set out in the Form PAS-4 to the Companies (Prospectus and
Allotment of Securities) Rules, 2014), application letter, return of allotment,
maintain the record of private placement offers in Form PAS-5 with the
Registrar of Companies or any other documents or forms as may be required
from time and to do all such acts, deeds, matters and things as may be
required in this connection, including but not limited to the alteration of the
aforesaid resolution, if required, and to resolve all the questions, difficulties or
doubts that may arise in this regard at any stage in the aforesaid matter and to
make necessary application(s) and to sign, execute and file all such form(s),
paper(s) and document(s) as may be considered necessary or expedient in this
matter and to take all such steps/ actions as the Directors or the Company
Secretary deem fit to give effect to the aforesaid resolution.

RESOLVED FURTHER THAT a copy of this resolution be and hereby

submitted to the Concerned Persons or the Regulatory Authorities certified by
any Director or Company Secretary of the Company.

By Order of the Board

For APAC Financial Services Private Limited

Anand Asawa
Company Secretary
ACS - 23299
Date: 20-02-2019
Place: Mumbai
 NOTES

1. A Member entitled to attend and vote at the EGM is entitled to appoint a

proxy to attend and vote instead of himself and the proxy need not be a
Member of the Company. The instrument appointing the proxy duly
completed, stamped and signed should, however be deposited at the
registered office of the company not less than forty-eight hours before the
time scheduled for commencement of the EGM.

A person appointed as a proxy shall act on behalf of such number of

Member(s) not exceeding fifty and holding in the aggregate not more than
10% of the total share capital of the Company, carrying voting rights. Further,
a Member holding more than ten percent, of the total share capital of the
Company carrying voting rights may appoint a single person as proxy and
such person shall not act as proxy for any other person or shareholder.

2. Corporate Members intending to send their authorized representatives to

attend the Meeting are requested to send to the Company a certified copy of
the Board Resolution/Power of Attorney authorizing their representative to
attend and vote on their behalf at the EGM pursuant to Section 113 of the
Companies Act, 2013.

3. Explanatory Statement pursuant to Section 102(1) of the Companies Act,

2013, in respect of the Item No.1 and 2 set out above is annexed hereto and
forms part of this notice

4. All relevant documents referred to in this notice and the explanatory

statement will be available for inspection by the members at the registered
office of the Company during normal business hours on all working days
(except Saturday(s) and Sunday(s) and public holiday(s)) up to the date of the
EGM and during the continuance of EGM.

1. EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (2) OF THE

COMPANIES ACT, 2013 (The ‘ACT’)

TO CONSIDER AND APPROVE THE ISSUE OF EQUITY SHARES ON

PREFERENTIAL ALLOTMENT BASIS
 The Board of Directors (“Board”) of the Company on February 20, 2019 had
approved subject to approval to the members by special resolution proposal
for raising of funds up to an amount of Rs. 90,00,000/- aggregating to (Rupees
ninety Lakhs Only) by way of issue of equity shares on a preferential
allotment basis (“Preferential Issue”).

A Statement of disclosure as required under Rule 13 (2) (d) of the

Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 (1) of
the Companies (Prospectus and Allotment of Securities) Rules, 2014 is as
under:

Sr. Particulars Details

No.
1. Particulars of the offer including the Issue of 4,50,000 equity shares at a price of
date of passing of the Board Rs. 20/- (Face Value of Rs. 10/- per share
Resolution and Rs. 10/- as Premium per share).

Date of passing Board Resolution:

February 20, 2019
2. Objects of the Issue The offer is made with an objective to meet
business requirements for which the
Company requires an infusion of fresh
funds in the form of additional capital.
3. Kinds of securities offered and the Equity shares at a price of Rs. 20/- (Face
price at which security is being Value of Rs. 10/- per share and Rs. 10/- as
offered Premium per share).
4. Total Number of Securities to be 4,50,000 (Four Lakhs Fifty Thousand)
Issued Equity Shares

5. The Price or the Price band at/within The equity shares are proposed to be
which the allotment is proposed issued at a price of Rs. 20/- (Face Value of
Rs. 10/- per share and Rs. 10/- as Premium
per share)
6. Basis on which the price has been As mentioned in the enclosed copy of the
arrived at along with report of the Valuation Certificate issued by Fast Track
registered valuer Finsec Private Limited

7. Name and address of the valuer who Fast Track Finsec Private Limited
performed the valuation SEBI Registered Merchant Banker
Registered office: B-502, Stateman House,
148, Barakhamba Road, New Delhi –
110001.
Sr. Particulars Details
No.
Branch Office: B-702, Neelkanth Business
Park, Vidyavihar (W), Mumbai 400086.
8. Relevant date with reference to September 30, 2018
which the price has been arrived
9. The class or classes of person to Certain identified potential employees of
whom allotment is proposed to be APAC Financial Services Private Limited
made
10. Intention of Promoter, Directors or None of the promoter, directors or key
Key managerial person to subscribe managerial person of the Company are
to the offer subscribing to the offer
11. The Proposed time within which the The Company shall complete the issue and
allotment shall be completed allotment of equity shares within 60 days
from the date of receipt of application
money.
12. Material Terms of raising of such Preferential allotment of equity shares
securities proposed to be issued at a price of Rs. 20/-
(Face Value of Rs. 10/- per share and Rs.
10/- as Premium per share).
13. The Name of the proposed allottees and the percentage of post preferential Issue
capital that may be held by them.

Sr. Name of the Present % of the Present % of post issue

No. proposed Holding pre-issue Issue capital
allottees capital
1. Proposed NIL NIL 4,50,000 0.21%
Allottees
14 The change in control, if There will be no change in the control in the
any, in the company that Company consequent to the Preferential Issue.
would occur consequent to
the Preferential Issue
15 The number of Persons to Sr. Name of No. of Price
whom allotment on No. persons securities (INR)
preferential basis have already 1 Harpreet 10,00,000 10
been made during the year, in terms Singh
of number of securities as well as
price 2 Randhir 50,00,000 10
Singh
3 Sahil 2,50,000 10
Bhargava
4 Sanjay 10,00,000 10
Sharma
5 Shalaka 10,00,000 10
Sr. Particulars Details
No.
Sr. Name of No. of Price
No. persons securities (INR)
Gadekar
6 Shankar Dey 10,00,000 10
7 Sumesh 17,50,000 10
Mishra
8 Viswanathan 20,00,000 10
N
9 Multiples 96,70,500 20
Private
Equity Fund
II LLP
10 Plenty 9,53,29,500 20
Private
Equity Fund
I Limited
11 Multiples 1611750 20
Private
Equity Fund
II LLP
(CCPS)
12 Plenty 15888250 20
Private
Equity Fund
I Limited
(CCPS)
16. The justification for the
allotment proposed to be
made for consideration
Not applicable
other than cash together
with valuation report of the
registered valuer
17. The pre-issue and post issue shareholding pattern of the company in the following
format:
Sr. Category Pre- Issue Post- Issue
No No. of Shares % of share No. of Shares % of share
. held holding held holding
A. Promoters Holding:
1. Indian:
Individual 15,70,00,000 45.12 15,70,00,000 45.12
Bodies Corporate - - - -
Sr. Particulars Details
No.
Sub Total 15,70,00,000 45.12 15,70,00,000 45.12
2. Foreign Promoters - - - -
Sub Total (A) 15,70,00,000 45.12 15,70,00,000 45.12
B. Non-Promoters Holding:
Institutional 10,50,00,000 48.83 10,50,00,000 48.74
Investors
Non- Institution - - - -
Private Corporate
- - - -
Bodies
Directiors and 10,00,000 0.47 10,00,000 0.46
relatives
Indian Public 1,20,00,000 5.58 1,24,50,000 5.78
Others (including - - - -
NRIs)
Sub Total(B) 1,30,00,000 48.83 11,84,50,000 54.98
Grand Total 27,00,00,000 100 27,54,50,000 100

Where convertible securities are offered on a preferential allotment basis

with an option to apply for and get equity shares allotted, the price of the
resultant shares pursuant to conversion shall be determined – NA.

The Company, at the time of such issue of preference shares, has no subsisting
default in the redemption of preference shares issued either before or after the
commencement of Companies Act, 2013 or in payment of dividend due on
any preference shares.

In accordance with the provision of Section 42 and 62(1)(c) read with Rule 14
of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and
Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, a
company offering or making an invitation to subscribe to securities on a
preferential allotment basis, is required to obtain prior approval of the
members by way of special resolution, for each of the offers or invitation.

The approval of the members is accordingly being sought by way of special

resolution under section 42 and 62(1)(c) of the Companies Act, 2013 read with
Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules,
2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules,
2014 made there under.

The Directors recommend the aforesaid resolution for the approval by the
members as a special resolution.
None of the directors and their relatives are in any way concerned or
interested, financially or otherwise in the resolution set out in the notice.

By Order of the Board

For APAC Financial Services Private Limited

Anand Asawa
Company Secretary
ACS 23299
 Form No. MGT-11

PROXY FORM

[Pursuant to section 105 (6) of the Companies Act, 2013 and rule 19(3) of the
Companies (Management and Administration) Rules, 2014]

CIN: U65999MH2017PTC294664

Name of the Company: APAC FINANCIAL SERVICES PRIVATE LIMITED

Registered Office: First Floor, Ashford Centre, Shankarrao Naram Marg,

Lower Parel – West, Mumbai – 400 013, Maharashtra,
India.

Name of the Member(s):

Registered address:
E-mail Id:
Folio No. / Client Id:
DP ID:

I/We _________________________________________________ being

member(s) of ______ shares of the above-named company, hereby appoint

Name: _______________

Address: _______________
E-mail Id: _______________
Signature: _______________ or failing him ______________

Name: _______________

Address: _______________
E-mail Id: _______________
Signature: _______________ or failing him ______________

As my/our proxy to attend and vote (on a poll) for me/us and on my/our
behalf at the Extra-Ordinary General Meeting of the Company, to be held on
the ______day, ____________, 2019 at ______ A.M. / P.M. at the registered
office of the Company situated at First Floor, Ashford Centre, Shankarrao
Naram Marg, Lower Parel – West, Mumbai – 400 013, Maharashtra, India and
at any adjournment thereof in respect of such resolutions as are indicated
below:
Resolution No

Sr. Particulars of Resolution Assent Dissent

 No.
TO CONSIDER AND APPROVE THE ISSUE
OF EQUITY SHARES ON PREFERENTIAL
1.
ALLOTMENT BASIS

Affix revenue
stamp

Signed this __________ day of ____________ 2019

Signature of Shareholder: ___________________

Signature of Proxy holder (s): __________________

Note: This form of proxy in order to be effective should be duly completed

and deposited at the Registered Office of the Company, not less than 48 hours
before the commencement of the Meeting.
 ATTENDANCE SLIP

PLEASE FILL THE ATTENDANCE SLIP AND HAND IT OVER AT THE

ENTRANCE OF THE MEETING HALL.

Joint shareholders may obtain additional slips on request.

Master Folio No:

NAME AND ADDRESS OF SHAREHOLDER: ___________________________

NAME OF PROXYHOLDER: ________________________________________

NO. OF SHARES HELD: __________________________________________

I hereby record my presence at the EXTRA-ORDINARY GENERAL

MEETING of the Members of APAC FINANCIAL SERVICES PRIVATE
LIMITED held on Monday, February 25, 2019 at 11:00 A.M. at the registered
office of the company situated at First Floor, Ashford Centre, Shankarrao
Naram Marg, Lower Parel – West, Mumbai – 400 013, Maharashtra, India.

Signature of the Shareholder or Proxy -----------------------------

Notes:

(1) Members/Proxy holders are requested to produce the attendance slip duly
signed for admission to the Meeting hall.
(2) Members are requested to bring their copies of Annual Report for
reference at the Meeting hall.
Route Map