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AZURE POWER GLOBAL LIMITED
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COMPANY NO: 127946 C1/GBL
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NOTICE OF ANNUAL MEETING
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TIME: |
3 p.m. (India Standard time) |
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DATE: |
28 September, 2020 |
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PLACE: |
3rd Floor, Asset 301-304, WorldMark 3, Aerocity, New Delhi 110037, Republic of India |
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This Notice of Annual Meeting should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Annual Meeting, please do not hesitate to contact the Company Secretary on +230 454 3200.
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CONTENTS
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1.Notice of Annual Meeting (setting out proposed resolutions)
2.Explanatory Statement (explaining the proposed resolutions)
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NOTICE OF ANNUAL MEETING
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NOTICE IS HEREBY GIVEN that an Annual Meeting of Azure Power Global Limited (the “Company”) will be held at 3rd Floor, Asset 301-304, WorldMark 3, Aerocity, New Delhi 110037, India, at 3 p.m. (India Standard Time) on 28 September, 2020.
The Explanatory Statement to this Notice of Annual Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Annual Meeting.
AGENDA
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1.ORDINARY BUSINESS
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1.1 |
To adopt the Annual Report of the Company along with the Report of the Board of Directors and the Report of the Auditors on the Financial Statements and the Form 20-F filed with SEC for the year ended March 31, 2020, and if thought fit, to pass the following resolution: |
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1.3 |
To consider and, if thought fit, pass the following resolution as an ordinary resolution: |
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1.3.1 |
“RESOLVED THAT Mr. Arno Lockheart Harris be and is hereby re-elected as a director on the Company’s Board of Directors.” |
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1.4 |
To consider and, if thought fit, pass the following resolution as an ordinary resolution: |
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1.4.1 |
“RESOLVED THAT Mr. Cyril Sebastien Dominique Cabanes be and is hereby re-elected as a director on the Company’s Board of Directors”. |
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1.5 |
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
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2.1 |
To approve the appointment of Ms. Supriya Prakash Sen as Director of the Company and to pass the following resolution: |
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2.1.1 |
“RESOLVED THAT the appointment of Ms. Supriya Prakash Sen as director of the Company be approved and ratified.” |
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2.2 |
To approve the appointment of Mr. M. S. Unnikrishnan as Director of the Company and to pass the following resolution: |
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2.2.1 |
“RESOLVED THAT the appointment of Mr. M. S. Unnikrishnan as director of the Company be approved and ratified.” |
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3. |
RECORD DATE |
The Board of Directors of the Company has fixed the close of business on 01 September, 2020 (Eastern Standard Time) as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment thereof.
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4. |
HOW TO VOTE |
If you are a holder of our equity shares on the Record Date, you are cordially invited to attend the Annual General in person. The business at the Annual Meeting affects your shareholding and your vote is important.
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4.1.1 |
Voting in person |
To vote in person, attend the Annual Meeting on the date and at the place set out above. Any shareholder who attends the meeting in person is deemed to have accepted any short notice, if applicable, for this meeting.
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4.1.2 |
Voting by proxy |
To vote by proxy, please complete and sign the proxy form enclosed. The proxy form can be sent by email at headoffice@aaa.com.mu or delivered in person to:
AAA Global Services Ltd, 1st Floor, The Exchange, 18 Cybercity, Ebene, Mauritius.
The proxy form must be received by the Company Secretary not later than 3 p.m. (India local Time) on 26 September 2020.
Your proxy form is enclosed as a separate document.
Please note that:
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(a) |
A shareholder may exercise the right to vote either by being present in person or by proxy. |
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(b) |
A proxy for a shareholder may attend and be heard at the meeting of shareholders as if the proxy was the shareholder. |
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(c) |
A proxy shall be appointed by notice in writing signed by the shareholder or by his attorney as duly authorized in writing or, in case of a corporate shareholder, either under its seal or under the hand of an officer, attorney or other person authorized to sign on behalf of the corporate shareholder. The notice shall state whether the appointment is for a particular meeting or a specified term. |
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(d) |
(i) No proxy shall be effective in relation to a meeting unless a copy of the notice of appointment is produced before the start of the meeting. |
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(ii) Any power of attorney or other authority under which the proxy is signed or notarized certified copy shall also be produced.
(iii) A proxy form shall be sent with each notice calling a meeting of the Company.
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(e) |
A body corporate which is a shareholder may appoint a representative to attend a meeting of shareholders on its behalf in the same manner as that in which it could appoint a proxy. The body corporate will be required to use the proxy form for this purpose. The terms “corporate representative” and “proxy” are being used interchangeably in this document. |
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(f) |
Any shareholder who has appointed a proxy for the meeting prior to the set deadline is deemed to have accepted any short notice, if applicable, for this meeting. |
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4.1.3 |
Voting by Internet |
To vote by Internet, please go to the secure website [www.investorvote.com/tickersymbol] [or scan the QR code on the [proxy card]], and follow the steps outlined on the website.
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5.CHAIRMAN’S VOTING INTENTIONS
If the Chairman of the Annual Meeting is appointed as proxy or may be appointed by default, and the shareholder does not direct the proxy how to vote in respect of any resolution, the Chairman intends to vote in favor of all the resolutions. 6.EXPLANATORY STATEMENT The accompanying Explanatory Statement forms part of this Notice of Annual Meeting and should be read in conjunction with it.
DATED: [•], 2020
BY ORDER OF THE BOARD OF DIRECTORS OF AZURE POWER GLOBAL LIMITED
…………………………………………………. AAA GLOBAL SERVICES LTD [COMPANY SECRETARY]
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF AZURE POWER GLOBAL LIMITED |
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EXPLANATORY STATEMENT TO SHAREHOLDERS
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AZURE POWER GLOBAL LIMITED
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COMPANY NO: 127946 C1/GBL |
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared for the information of the shareholders of the Company in connection with the business to be conducted at the Annual Meeting to be held at 3rd Floor, Asset 301-304, WorldMark 3, Aerocity, New Delhi 110037, India, at 3 p.m. (India Standard Time) on 28 September, 2020.
The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to shareholders in deciding whether or not to pass the resolutions in the Notice of Annual Meeting.
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1. |
ORDINARY BUSINESS |
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The Directors have the pleasure in submitting Annual Report of Azure Power Global Limited (the ‘’Company’’) on the business and operations along with the audited financial statements for the financial period ended on March 31, 2020.
The Company was incorporated on January 30, 2015 and its main activity is investment holding. The Company’s subsidiaries are organized under the laws of India (except for two U.S. subsidiaries and two Mauritian subsidiaries) and are engaged in the development, construction, ownership, operation, maintenance and management of solar power plants and generation of solar energy based on long-term contracts (power purchase agreements or “PPA”) with Indian government energy distribution companies as well as other non-governmental energy distribution companies and commercial customers.
Therefore, the group accounts consist of the Company and its subsidiaries.
The Company’s financial performance as on March 31, 2020 is summarized as follows:
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For the year ended on March 31, 2020 |
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For the year ended on March 31, 2020 |
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(US$000’s) |
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(US$000’s) |
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Consolidated |
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Standalone |
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Revenue from Operations |
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182,820 |
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Total Revenue |
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182,820 |
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Total Expenses |
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208,887 |
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1,863 |
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Profit/(Loss) Before Tax |
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(26,067) |
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(1,863) |
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Less: Income Tax (expense) / benefit |
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(6,892) |
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- |
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Profit / (Loss) After Tax and before non-controlling interests |
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(32,959) |
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(1,863) |
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Profit / (Loss) Attributable to non-controlling interests |
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(962) |
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- |
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Profit / (Loss) After Tax and after non-controlling interests |
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(31,997) |
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(1,863) |
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Accretion to redeemable non-controlling interests |
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- |
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Net Profit / (Loss) attributable to equity shareholders |
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(31,997) |
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(1,863) |
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The full Annual Report is included as Annex 1 herein.
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2. |
RECOMMENDING THE RE-APPOINTMENT OF ERNST & YOUNG AS THE AUDITOR TILL THE CONCLUSION OF THE ANNUAL MEETING OF 2021 |
The Directors would like your approval concerning the re-appointment of Ernst & Young as the auditor of Azure Power Global Limited until the conclusion of the Annual Meeting 2021.
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2. |
SPECIAL BUSINESS |
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1. |
APPOINTMENT OF Ms. SUPRIYA PRAKASH SEN |
The Board of Directors has approved on 01 August 2020 to appoint Ms. Supriya Prakash Sen as Director. The Company is now seeking the Shareholders’ approval to proceed with the ratification of appointment of Ms. Supriya Prakash Sen as new Director of the Company.
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APPOINTMENT OF Mr. M. S. UNNIKRISHNAN |
The Board of Directors has approved on 19 August 2020 to appoint Mr. M. S. Unnikrishnan as Director of the Company. The Company is now seeking the Shareholders’ approval to proceed with the ratification of appointment of Mr. M. S. Unnikrishnan as new Director of the Company.
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YOUR VOTE IS IMPORTANT
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TO VOTE BY COMPLETING THE PROXY FORM
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STEP 1 APPOINTMENT OF PROXY Indicate who you want to appoint as your proxy or corporate representative. If you wish to appoint someone other than the Chair of the Annual Meeting as your proxy please write the full name of that individual. If you leave the section blank, or your named proxy does not attend the meeting, the Chair of the Annual Meeting will be your proxy. A proxy need not be a shareholder of the company.
STEP 2 VOTING DIRECTIONS TO YOUR PROXY To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your shares will be voted in accordance with such direction. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.
STEP 3 SIGN THE FORM
The form must be signed as follows: Individual: This form must be signed by the security holder.
Joint Holding: where the holding is in more than one name, all the security holders should sign.
Power of Attorney: to sign under a Power of Attorney, attach a certified copy of the Power of Attorney to this form when you return it.
Companies: this form must be signed jointly with either another Director or a Company Secretary. Where the Company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.
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STEP 4 LODGEMENT
Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 03:00 PM (India local time) on 26 September, 2020.
Any proxy form received after that time will not be valid for the scheduled meeting.
Proxy forms may be lodged by sending the form to:
By email headoffice@aaa.com.mu
By mail AAA Global Services Ltd 1st Floor, The Exchange, 18 Cybercity, Ebene, Mauritius
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In person Mr. Warren Bignoux …………………………… ……………………………
Attending the Annual Meeting
If you wish to attend the meeting, please bring this form along with an identification document with you to assist registration. |
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PROXY FORM
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STEP 1 APPOINT A PROXY
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I/We………………………………………. of ………………………………………. being shareholders of the above named company hereby appoint ………………………………………. or failing him/her ………………………………………. of ………………………………………. or failing him/her the Chairman of the meeting as my/our Proxy to vote for me/us at the meeting of the company to be held on 2 September, 2020 at 03:00 pm (India local time) and at any adjournment of the meeting.
Signed this………………………………………. day of ……………………………………….
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STEP 2 VOTING DIRECTIONS
* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands
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For |
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Against |
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Abstain*
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Resolution 1.1.1 |
To adopt Annual Report of the Company for the period ended March 31, 2020, together with the Report of the Board of Director and the Report of the Auditor and the Form 20-F |
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Resolution 1.2.1 |
Re-appointment of Ernst & Young Associates LLP (“EY Mauritius”) as the independent auditor of the Company (the "Auditor") for the fiscal year ending March 31, 2021 and fix their remuneration |
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Resolution 1.3.1 |
Re-election of Mr. Arno Lockheart Harris as a director on the Company’s Board of Directors |
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Resolution 1.4.1 |
Re-election of Mr. Cyril Sebastien Dominique Cabanes as a director on the Company’s Board of Directors |
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Resolution 2.1.1 |
Ratify Appointment of Ms. Supriya Prakash Sen as director of the Company |
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STEP 3 SIGNATURE OF SHAREHOLDERS
This form must be signed to enable your directions to be implemented.
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