Event Date: N/A
The document is a notice for the 2/2024-25 Extraordinary General Meeting (EGM) of PayMate India Limited, scheduled for Monday, June 24th, 2024, at 02:00 p.m. I.S.T. at the registered office in Mumbai. The notice is sent to all members, inviting them to the meeting and includes the notice of the meeting and proxy form. The meeting will cover two key special business items: (1) considering and approving the withdrawal of the offer for issuing Non-Cumulative Participating Compulsorily Convertible Preference Shares (CCPS) of Re. 1/- each, fully paid-up, on a private placement cum preferential allotment basis. This offer was initially approved in an earlier Extra-ordinary General Meeting on May 11th, 2024. The company had received INR 720,99,112, and allotted 1,08,583 CCP shares. The foreign investor, however, has requested more time to remit the balance amount, leading to the proposed withdrawal of the remaining 3,31,325 CCP shares offer; (2) approving the issue of equity shares of Re. 1/- each, fully paid-up, on a private placement cum preferential allotment basis to Anil Chandirani, Yenduri Sreenivasa Rao, and Gaurav Panjwani.
Regarding the withdrawal of the CCPS offer, a special resolution is proposed, referencing Section 42(5) of the Companies Act, 2013. It seeks member approval to withdraw the offer for 3,31,325 CCPS, initially convertible at USD 7.95 per share, aggregating to USD 26,35,000. One director is authorized to take necessary actions, including dealing with difficulties and filing necessary documents with authorities.
Regarding the equity share issuance, a special resolution referencing Sections 42, 55, and 62(1)(c) of the Companies Act, 2013, along with relevant rules, is proposed. This concerns the issuance and offer of 1,57,190 equity shares of Re. 1/- each, termed 'First Tranche Series F Equity', for cash at a premium of INR equivalent to USD 6.72 per share, totaling approximately USD 10,60,142. The breakdown of shares and subscription amounts per investor is: Anil Chandirani (1,48,215 shares, USD 10,00,000), Yenduri Sreenivasa Rao (7,190 shares, USD 48,180.66), and Gaurav Panjwani (1785 shares, USD 11,961.40). The actual allotment will be proportionate to the Indian currency received. These equity shares will rank pari passu with existing shares and have voting rights as per the Companies Act, 2013.
The company has taken note of the valuation report dated 6th May, 2024, by Saket Kumar Jain, a Registered Valuer, setting out the fair market value of the equity shares of the Company. The company’s Board has approved the private placement offer cum application letter addressed to each investor, as required under Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014, read with Section 42(3) of the Companies Act, 2013. The funds received by the company for the First Tranche Series F Equity Shares will be kept in a separate bank account with Union Bank of India (account number 510331000094207) and utilized as per Section 42 of the Companies Act, 2013. Any Director of the Company is authorized to sign and file necessary documents, including the letter of offer, application letter, and Return of Allotment in Form No. PAS-3, and file the necessary information about the offer in Form No. PAS-5.
The explanatory statement elaborates that the withdrawal of the CCPS offer is due to delays in remittance of the balance amount by the foreign investor. The equity share issuance aims to raise funds for long-term business strategies and initiatives, and the additional details required under Sections 42, 55 and 66(1)(c), Rule 9 and Rule 13 of the Companies are included. The company intends to raise approximately USD 10,60,142 through this equity issuance. The issue and offer of First Tranche Series F Equity will be completed within sixty days from the date of receipt of application money.
The notice provides details of the valuation report, the basis for the price, and a disclosure about prior preferential allotments made during the year. The proxy form allows members to appoint a proxy to attend and vote on their behalf. The note specifies that the proxy form should be deposited at the registered office 48 hours before the meeting. The company is targeting an 800 Million USD Company valuation with this fresh fund raise through equity shares.
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Gains from unlisted shares are subject to capital gains tax in India. Short-term capital gains (if held for less than 24 months) are taxed at your applicable income tax rate, while long-term capital gains (if held for more than 24 months) are taxed at 20% with indexation benefits. Always consult a tax advisor for precise tax implications.
