Notice of AGM to the members of Arohan Financial Services Limited. - August 6, 2024

15 July 2024

Ordinary Business

• ​Adoption of Audited Standalone Financial Statements: Review, discuss, and approve the Company's Audited Financial Statements, along with the Auditors' and Board of Directors' Reports for the year ending on March 31, 2024.
• Re-appointment of Mr. Piyush Goenka (DIN: 02117859), liable to retire by rotation.
  
• Re-appointment of Mr. Wilhelmus Marthinus Maria Van Der Beek (DIN: 02142559), liable to retire by rotation.
  
• Appointment of the Statutory Auditors of the Company: Appoint M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as the Company's Statutory Auditors from the conclusion of the 33rd Annual General Meeting until the conclusion of the 36th Annual General Meeting. Also, set their remuneration.

Special Business

• Increase in borrowing power of the Company: ​At a meeting on August 7, 2023, it was decided that the company can borrow money, even if the total borrowed, along with existing loans, is more than the company's paid-up capital and free reserves (excluding temporary loans from the company's bankers). However, the total borrowed amount should not exceed INR 12,000 Crores (Indian Rupees Twelve Thousand Crores only). This decision replaces any previous decisions on the matter.
  
• Creation of charge and to provide security: Seeking consent from the Members to pledge, mortgage, or create a charge on all the Company's immovable and movable properties. This is to secure the amount borrowed by the Company or any third party from time to time. The maximum indebtedness secured by the Company's properties should not exceed INR 12,000 Crores (Indian Rupees Twelve Thousand Crores). This request supersedes the earlier Resolution and is by the Companies Act, 2013.
  
• Reclassification of Authorised Share Capital & consequent amendment to the capital clause in the Memorandum of Association of the Company: Resolved that, by Companies Act, 2013 and the Company's Articles of Association, consent of the Members of the Company is hereby accorded to reclassify the existing Authorized Share Capital of the Company. The reclassification will change the existing Authorized Share Capital of INR 2,75,00,00,000 to consist of 27,50,00,000 Equity shares of INR 10 each.
  
• To issue Non-Convertible Debentures: Shareholders have approved offering Non-Convertible Debentures, including bonds, through private placement, in one or more transactions within a year from today. The total borrowing should not exceed INR 8,000 Crores.
• Issue of shares concerning Arohan Employee Stock Option Plan 2021: Request the approval of the Members to issue 1,500,000 fully paid-up equity shares with a face value of INR 10 each under the 'Arohan Employee Stock Option Plan 2021' ("ESOP Plan 2021"), as per the provisions of the Companies Act, 2013, and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, along with the Company's Articles of Association.
  
• Payment of Commission to Mr. Vineet Chandra Rai (DIN: 00606290), Non-Executive Nominee Director for the Financial Year 2024-25.

• ​Component​	​Amount (in INR)​
  Monthly Commission	12.5 Lakhs

  
  

• Payment of Commission to Mr. Anurag Agrawal (DIN: 02385780), Non-Executive Nominee Director for the Financial Year 2024-25.

Component	Amount (in INR)
Monthly Commission	4 Lakhs