Aditya Birla Money : Extra Ordinary General Meeting Transcript dated Dec 16, 2021

TRANSCRIPT OF THE PROCEEDINGS OF THE EXTRA ORDINARY GENERAL MEETING OF ADITYA BIRLA MONEY LIMITED (NO.01/2021-22) HELD ON THURSDAY, DECEMBER 16, 2021 AT 11.00 A.M

THROUGH VIDEO CONFERENCING/OTHER AUDIO VISUAL MEANS:

Sangeeta Shetty	: Good Morning everyone. I welcome you all to the Extra Ordinary General
Company Secretary	Meeting of Aditya Birla Money Limited. Trust all of you are safe and in good
	health.
	The requisite quorum is present and the Meeting is in order.
	We have with us Mr. G. Vijayaraghavan, Independent Director, who is a
	Member of the Audit Committee and Nomination and Remuneration Committee
	of the Company. He has expertise of over 35 years in various sectors like Oil &
	Gas, Manufacturing, Management, Consulting, Agro inputs, Investment
	Banking and Information Technology enabled services.
	.
	Mr. Tushar Shah, Non-Executive Director and member of the Stakeholders
	Relationship Committee, mentors the Equity and Debt Broking business of the
	Company. He is the CEO for the Infrastructure Finance business of Aditya Birla
	Finance Ltd. and under his leadership, the Group has taken rapid strides in
	Project linked lending, Structured Finance, Debt Capital Markets &
	Syndication. He is also a Director on the Board of Aditya Birla ARC Ltd and
	Aditya Birla Stressed Asset AMC Private Ltd.
	Mr. Pradeep Sharma, Chief Financial Officer, has played a pivotal role in
	various capacities at Aditya Birla Group companies, providing strategic
	leadership in financial and commercial areas with a clear focus on enhancing
	stakeholder value.
	We also have with us, Mr. Mukesh Jain and Mr. Amogh Gupta, from Deloitte
	Haskins and Sells LLP, Statutory Auditors and B. Chandra & Associates,
	Scrutinizer for the e-voting facility.
	The Directors Mr. G. K. Tulsian, Mr. Sudhir Rao, Ms. Pinky Mehta and Mr.
	Shriram Jagetiya have expressed their inability to attend the Meeting.
	BNP & Associates, Secretarial Auditors, have also expressed their inability to
	attend the Meeting.
	The Statutory Registers and documents as required under the Companies Act
	are available for inspection by any member of the Company.
	As the Chairman of the Board has expressed his inability to attend the
	meeting, I request the Members to elect one of the Directors as the Chairman
	of the Meeting.
Shareholder	I propose election of Mr. Tushar Shah as the Chairman.

Sangeeta Shetty	I request the moderator to set up a Poll for "Appointment of Mr. Tushar Shah
	as Chairman".
	The Poll shall be open for 3 minutes. I request those in favour to click Yes in
	the Poll, those against may click No in the Poll. Please start the Polling.
	(Poll was created and Voting was open for 3 minutes)
	What is the result of the poll?
	(The Moderator informed that the poll has been passed)
	The Votes cast in favour are 41. No votes have been cast against.
	As the votes cast in favour are in majority, Mr. Tushar Shah is elected as the
	Chairman of the Meeting.
	I now request Mr. Tushar Shah to chair the Meeting
Tushar Shah	: A very warm and good morning to one and all present out here. It gives me
Chairman	great pleasure to welcome you to the Extra Ordinary General Meeting of
	your Company.
	With the consent of the shareholders present, I take the EGM Notice dated
	15th November 2021 as read.
	Financial year 2021-22 has been a good year for the broking industry as the
	market momentum witnessed during last year continued to be there in the 1st
	half of this year. Record number of IPOs, including that of tech, have
	ensured continued market buzz and facilitated large retail participation in
	spite of the severe 2nd Covid wave, during the start of the financial year.
	The year also saw continued policy support from the government as
	measures like PLI schemes, infrastructure spending, Emergency Credit Line,
	Guarantee Scheme and asset modernization thrust, in various ways,
	continued to support the industry.
	Aditya Birla Money was able to leverage is Phygital model, physical and
	digital hybrid model, to achieve 82% growth in new client acquisition in the
	last 6 months ending 30th September 2021. In line with our digitization
	initiative to promote customer delight, we also launched hyper personalized
	digital engagement platforms to nudge and reinforce positive customer
	behavior. Our focus on improving the app platform with enhanced and user
	friendly features, like, to 34% increase in number of clients traded through
	the mobile app on YoY basis.
	The Company has recorded revenues of Rs.111 crore during half year
	ended 30th September 2021 as compared to Rs.94 crore during half year
	ended 30th September 2020, an increase of 18%. The PBT stood at Rs.17
	crore as compared to Rs.11 crore in FY20 during the same period, an
	increase of 52%.
	Going forward, your Company will continue to focus on increasing the pace
	of digital transformation, expanding client base and achieving a wider reach
	to ensure continuous growth and creating enduring value for its stakeholders
	and customers.
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I would like to place on record my sincere appreciation for the support extended by members, clients, business associates, bankers, fellow Directors, employees, regulatory authorities and the continuing patronage of all the stakeholders.

The Company Secretary Ms. Sangeeta will brief you on the businesses to be transacted, over to you.

Sangeeta Shetty : Thank You Mr. Shah.

This Extra Ordinary General Meeting of the Members of the Company has been convened to obtain the approval of the Members for the proposed issue of 16,00,000 4% Non-CumulativeNon-Convertible Redeemable Preference Shares to Aditya Birla Capital Limited, Promoter and Holding Company, on a private placement basis, aggregating to ₹80 Crore at an issue price of ₹500 per share including premium of ₹400 per share.

The Company has obtained a Valuation Report from M/s. Bansi S. Mehta & Co., Chartered Accountants, registered valuer, for determining the Issue Price and the said Report was made available for inspection by the Members electronically up to the date of the General Meeting.

The proceeds of the issue will be utilized towards redemption of existing preference shares and for the business operations of the Company. The details of the issue and the terms and conditions are set out in the explanatory statement attached to the EGM Notice dated 15th November 2021.

The existing Authorised Share Capital of the Company is Rs.25 crore. The issue of new Preference Shares will result in increase in paid up share capital of the Company. It is therefore proposed to reclassify and thereafter increase the existing Authorized Share Capital from Rs.25 Crore to Rs.33 Crore as mentioned in the EGM Notice. The alteration of the Authorized Share Capital will also require consequential amendment to the Memorandum and Articles of Association of the Company.

Further, Aditya Birla Capital Limited, being the holding company, is considered as a related party of the Company and the issue of preference shares to ABCL is considered as a Related Party Transaction.

Accordingly approval of the members is being sought for the following 5 businesses:

1. Reclassification and increase in Authorized Share Capital and consequent alteration to the Memorandum and Articles of Association of the Company
2. Approval of Material Related Party Transactions with Aditya Birla Capital Limited, and
3. Offer and issue of 16,00,000 4% Non-CumulativeNon-Convertible Redeemable Preference Shares to Aditya Birla Capital Limited, Promoter and Holding Company, on private placement basis.

I now invite the Shareholders for questions, if any, on the said proposals.

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I request the moderator to unmute our speaker Ms. Celestine Mascarenhas, if she is present for the Meeting.

(The Moderator informed that the Speaker was not present)

Okay. Then we will move on to the meeting.

We now put the 5 businesses to vote.

The Company had made available remote e-voting facility to its members from 13th December 2021 to 15th December 2021. For shareholders who have not voted earlier, e-voting facility shall be open for 15 minutes after the conclusion of the EGM. All efforts feasible under the current circumstances have indeed been made by the Company to enable Members to participate and vote on the items being considered in the Meeting.

Ms. B. Chandra & Associates, Practicing Company Secretary has been appointed as the Scrutinizer for the e-voting facility. Results of votes cast through e-voting will be disseminated through the Stock Exchanges and the Company's website within 48 hours.

I now declare the meeting concluded. I thank you all for the co-operation extended in smooth conduct of the Meeting.

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