Paytm will seek shareholders' nod next month to raise up to Rs 12,000 crore through issuance of fresh equity as the digital payments and financial services player prepares for an initial share sale.
The company will be holding an Extraordinary General Meeting (EGM) on July 12 wherein it will also seek approval for declassifying Vijay Shekhar as a promoter.
Shekhar is the Founder and Managing Director of Paytm.
"...the consent and approval of the shareholders of the Company be and is hereby accorded to create, issue, offer and allot a such number of Equity Shares, for cash such that the amount being raised pursuant to the fresh issue aggregates up to Rs 12,000 crores (fresh issue) with an option to the Company to retain an over-subscription to the extent of 1 per cent of the net offer size," Paytm said in the EGM notice.
Paytm will seek approval for the sale of equity shares by existing and eligible shareholders, who intimate their intention to the board, including the issue and allotment of equity shares to the stabilising agent under a greenshoe option, according to the notice.
Paytm shareholders include Alibaba's Ant Group (29.71 per cent), Softbank Vision Fund (19.63 per cent), Saif Partners (18.56 per cent), Vijay Shekhar Sharma (14.67 per cent). AGH Holding, T Rowe Price and Discovery Capital, Berkshire Hathaway hold less than a 10 per cent stake in the company.
"Resolved that the shareholders of the Company hereby take on record that Mr Vijay Shekhar Sharma shall henceforth not be identified as a 'promoter' of the Company for any purpose, regulatory, statutory, commercial or otherwise, under any applicable law," the notice said.
The move follows a letter from Sharma to the board in which he stated that "the Founder does not exercise any control over the affairs of the Company and that the Board is not accustomed to act solely in accordance with any advice, directions or instructions given by him".
The letter said that the involvement of the founder in the management and affairs of the company is limited to his professional capacity as an executive director of the company (and currently as managing director), and such capacity is governed and regulated in accordance with the terms of the shareholders' agreement.
A source said Paytm is a professionally managed company and no single shareholder can have control by virtue of being a founder, etc.
"No shareholder can have 'special rights'. There are no agreements, etc that confer such control over the company to the Founder or anyone else. That is just how listed companies need to be in India," the source added.
Sharma in the letter to the board said he can exercise control over the affairs or the decision making process of the company only to the extent of his shareholding.
Paytm will seek shareholders' approval to authorise Sharma, Paytm president and group chief financial officer Madhur Deora, chief financial officer Vikas Garg and company secretary Amit Khera to be authorised to execute and deliver any and all other documents, papers or instruments, issue and provide certificates and carry out all activities required for the proposed offer.
According to a Bernstein report published on May 27, Paytm revenue may double by the financial year 2023 to over Rs 7,000 crore with the non-payments segment contributing around 33 per cent to the overall kitty.
"With increased financial discipline and targeted strategic investments, Paytm is on track to break even in 12-18 months," the report said.
The online voting on the resolution will start on July 9 and close by 5 pm on July 11.