NOTICE - mahindrahomefinance.com · provisions of the Act for a period commencing from 16th...

MAHINDRA RURAL HOUSING FINANCE LIMITED

Registered Office: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai - 400018. Corporate Identity Number: U65922MH2007PLC169791

Tel: +91 22 6652 3500; Fax: +91 22 2497 2741 Website: www.mahindrahomefinance.com

E-mail: [email protected]

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NOTICE

An EXTRAORDINARY GENERAL MEETING OF the Members of MAHINDRA RURAL HOUSING FINANCE LIMITED will be held at 1.00 p.m. on Thursday, the 26th day of March, 2020, at Mahindra Towers, 4th Floor, P.K. Kurne Chowk, Worli, Mumbai – 400 018 to transact the following Business: SPECIAL BUSINESS: 1. Re-appointment of Mr. Anuj Mehra (DIN: 02712119) as the Managing Director of

the Company To consider and, if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution: - “RESOLVED that subject to the provisions of sections 196, 197, 203 and all other applicable provisions of the Companies Act, 2013 (“the Act”) (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule V of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Articles of Association of the Company and subject to such approvals, permissions and sanctions, as may be required, and subject to such conditions and modifications, as may be prescribed or imposed by any of the authorities in granting such approvals, permissions and sanctions, consent of the Company be and is hereby accorded to the re-appointment of Mr. Anuj Mehra (DIN: 02712119) as Managing Director of the Company under the provisions of the Act for a period commencing from 16th January, 2020, and ending on 31st March, 2021, on a salary in the scale of Rs. 4,17,293 (current basic salary) to Rs. 8,00,000 per month. FURTHER RESOLVED that the perquisites (including allowances) payable or allowable and commission to Mr. Anuj Mehra be as follows:





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Perquisites:

1. In addition to the salary, Mr. Anuj Mehra (hereinafter referred to as “the

appointee”) shall also be entitled to perquisites which would include accommodation (furnished or otherwise) or house rent allowance in lieu thereof, gas, electricity, water, furnishings, medical reimbursement and leave travel concession for self and family, performance award, club fees, use of Company cars, medical and personal accident insurance and other benefits, amenities and facilities including those under the Company’s Special Post Retirement Benefits Scheme in accordance with the Rules of the Company.

The value of the perquisites would be evaluated as per Income-tax Rules, 1962 wherever applicable and at cost in the absence of any such Rule.

2. Contribution to Provident Fund, Superannuation Fund, Annuity Fund and

Gratuity would not be included in the computation of ceiling on remuneration to the extent these either singly or put together are not taxable under the Income-tax Act, 1961.

3. Encashment of earned leave at the end of the tenure as per Rules of the

Company shall not be included in the computation of ceiling on remuneration. 4. Provision of car for use on Company’s business, telephone and other

communication facilities at residence would not be considered as perquisites.

Commission: In addition to the salary and perquisites, the appointee would be entitled to such commission based on the net profits of the Company in any financial year not exceeding 1/4% (one-fourth per cent) of such profits as the Nomination and Remuneration Committee shall decide, having regard to the performance of the Company.





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Provided that the remuneration payable to the appointee (including salary, commission, perquisites, allowances, benefits and amenities) shall not exceed the limits laid down in section 197 of the Act, read with the Rules framed thereunder, including any statutory modifications or re-enactment thereof for the time being in force read with Schedule V of the Act. FURTHER RESOLVED that the approval of the Company be accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to vary, alter, increase, enhance or widen the terms and conditions of appointment and the remuneration payable to the appointee, from time to time, as they may in their discretion deem fit within the above limits and subject to the limits laid down in section 197 and all other applicable provisions of the Act including any statutory modification and re-enactment thereof for the time being in force, and the Rules framed there under read with Schedule V of the Act and subject to the requisite approvals, if any, being obtained.

FURTHER RESOLVED that where in any financial year during the currency of the tenure of the appointee, the Company has no profits or its profits are inadequate, the Company may subject to receipt of the requisite approvals, if any, pay to the appointee, the above remuneration as the minimum remuneration by way of salary, perquisites and other allowances and benefits as specified above and that the perquisites pertaining to contribution to provident fund, superannuation fund or annuity fund, gratuity and leave encashment shall not be included in the computation of the ceiling on remuneration specified in section II and section III of Part II of Schedule V of the Act.

FURTHER RESOLVED that for the purpose of giving effect to this Resolution, the Board be authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, proper or desirable and to settle any questions, difficulties or doubts that may arise in this regard and further to execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.”





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2. Re-appointment of Mrs. Anjali Raina (DIN : 02327927) as an Independent

Director of the Company for a second term of 5 consecutive years commencing from 30th March, 2020 ending on 29th March, 2025

To consider and, if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution: -

“RESOLVED that in accordance with the provisions of section 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014, (including any statutory modification(s) or amendment(s) thereto or re-enactments thereof for the time being in force) Mrs. Anjali Raina (DIN: 02327927) who was appointed as an Independent Director at the Extraordinary General Meeting of the Company held on 30th March, 2015, and, who holds office of the Independent Director, up to 29th March, 2020 and, who being eligible for re-appointment as an Independent Director has given her consent alongwith a declaration that she meets the criteria for independence under section 149(6) of the Companies Act, 2013 and, in respect of whom the Company has received a Notice in writing from a Member under section 160 of the Companies Act, 2013 proposing her candidature for the office of Independent Director, be and is hereby re-appointed as an Independent Director of the Company not liable to retire by rotation, to hold office for a term of five consecutive years commencing from 30th March, 2020 and ending on 29th March, 2025. FURTHER RESOLVED that for the purpose of giving effect to this Resolution, any Director of the Company or the Company Secretary, be authorised to do all acts, deeds, matters and things as deemed necessary, proper or desirable including but not limited to execute all necessary documents, applications and returns along with filing of necessary e-forms with the Registrar of Companies, Maharashtra, Mumbai.”





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3. Appointment of Mr. Jyotin Mehta (DIN: 00033518) as an Independent Director of the Company for a term of 5 consecutive years commencing from 26th March, 2020 and ending on 25th March, 2025. To consider and, if thought fit to pass, with or without modification(s), the following resolution as an Ordinary Resolution: - “RESOLVED that pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Qualifications of Directors) Rules, 2014 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], Mr. Jyotin Mehta (DIN: 00033518), who has given his consent along with a declaration that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Rules framed thereunder, as may be amended from time to time, and in respect of whom the Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director, being so eligible, be appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years commencing from 26th March, 2020, and ending on 25th March, 2025. FURTHER RESOLVED that for the purpose of giving effect to this Resolution, any Director of the Company or Company Secretary, be authorised to do all acts, deeds, matters and things as deemed necessary, proper or desirable including but not limited to execute all necessary documents, applications and returns along with filing of necessary e-forms with the Registrar of Companies, Maharashtra, Mumbai.”





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4. Amendment in certain clauses of the Memorandum of Association of the Company. To consider and, if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution: - “RESOLVED that pursuant to the provisions of Sections 13, and all other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), following amendments to the Memorandum of Association of the Company be and are hereby approved: (A) Following clause (10) shall be substituted in place and stead of existing clause

(10) of the Memorandum of Association of the Company, under part (III) (B) giving objects incidental or ancillary to the attainment of the main objects.

(10) To enter into any arrangement with any person, association of persons, firm,

company, corporation, Union or State Government, Municipal or any Local or Public Authority, that may be conducive to the Company’s objects or any of them and to obtain any such person or association of persons, firm, company, corporation, government, municipal or local or public authority any right, privileges or concessions which the company may think fit desirable to obtain and carry out, exercise and comply with any such arrangement, rights, privileges and concessions provided that the company shall not contribute to the capital or become a partner of any Partnership firm or Limited Liability Partnership (LLP) or an Association of Persons and shall comply with the provisions of NHB / RBI Directions or any other statutory provisions in this regard, as may be applicable from time-to-time.

(B) Following clause (28) shall be substituted in place and stead of existing clause

(28) of the Memorandum of Association of the Company, under part (III) (B) giving objects incidental or ancillary to the attainment of the main objects.





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(28) To enter into any arrangement for union of interest, co-operation, reciprocal concession or otherwise with any person, firm, association, company or corporation carrying or engaged in or about to carry on or engage in any activity or transaction which the Company is authorized to carry on or engage in any activity or transaction capable of being conducted so as to directly or indirectly enhance the value of or render more profitable any of the Company’s properties and assets or otherwise to benefit the Company and to give or accept by way of consideration for any of the acts or things aforesaid, or property acquired, any shares, debentures, debenture stocks, or securities that may be agreed upon and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stocks or securities so received provided that the company shall not contribute to the capital or become a partner of any Partnership firm or Limited Liability Partnership (LLP) or an Association of Persons and shall comply with the provisions of NHB / RBI Directions or any other statutory provisions in this regard, as may be applicable from time-to-time.

(C) Following clause (80) under part (III) (C) giving other objects, shall be omitted.

To provide necessary financial assistance for comprehensive preliminary investigations, innovations and research of industrial and commercial proposals and requisite working capital when these investigations, innovation and research eventuate in the establishment of industrial and commercial organizations on commercial basis.

FURTHER RESOLVED that for the purpose of giving effect to this Resolution, any Director of the Company or the Chief Financial Officer or the Company Secretary, be and is hereby severally authorized to execute, sign (including digitally sign), certify and file all the forms (including e-forms), applications, returns or any other documents with Registrar of Companies, Maharashtra, Mumbai or any other authority, as may be required, and to do, perform, undertake all the matters and things necessary, incidental or ancillary in connection with the authority hereby granted.”





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NOTES:

(1) The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”), setting out the material facts relating to the business stated under Item Nos. 1, 2, 3 and 4 is annexed hereto.

(2) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER.

(3) A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten per cent of the total share capital of the Company carrying voting rights. A member holding more than ten per cent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

(4) The instrument appointing a proxy must be deposited with the Company at its Registered Office not less than 48 hours before the time for holding the Meeting.

(5) Corporate Members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board resolution authorizing their representative to attend and vote on their behalf at the Meeting.

(6) A route map along with the prominent landmark for the ease of locating the venue of the Meeting is a part of this Notice.

By Order of the Board

For Mahindra Rural Housing Finance Limited

Sd/-

Navin Joshi Company Secretary

Registered Office: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai - 400 018. Date: 18th March, 2020





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Explanatory Statements under Section 102 of the Companies Act, 2013 ITEM NO.1 Information about the Director seeking re-appointment as Managing Director at the Extra-Ordinary General Meeting pursuant to clause 1.2.5 of Secretarial Standards – 2 Mr. Anuj Mehra (DIN: 02712119, Age: 59 years), was appointed as the Managing Director of the Company by the Board of Directors at its Meeting held on 13th January, 2015 for a period of five years with effect from 16th January, 2015. The Shareholders at the Extraordinary General Meeting of the Company held on 27th February, 2015, had approved the said appointment and remuneration payable to Mr. Anuj Mehra as the Managing Director of the Company. The business activities of the Company are increasing along with growth and opportunities in the Housing Finance Sector. In view of the growing business activities of the Company, responsibilities of the Managing Director have considerably increased. Considering the performance of the Company and the Managing Director's contribution towards it’s growth, it is proposed to consider re-appointment of Mr. Anuj Mehra as the Managing Director from 16th January, 2020 to 31st March, 2021, on the terms and conditions given herein. Mr. Anuj Mehra attended 5 (out of 6 Board Meetings) held during the year. Mr. Anuj Mehra holds 90,277 equity shares (including 2 shares held jointly as a nominee with Mahindra & Mahindra Financial Services Limited) in the Company. Mr. Anuj Mehra is not related to any Director or Key Managerial Personnel of the Company. The Memorandum setting out the terms of the remuneration of Mr. Anuj Mehra as required under section 190 of the Companies Act, 2013 (‘the Act’) shall be open for inspection by the Members at the Registered Office of the Company during normal business hours on all working days (i.e. except Saturdays, Sundays and public holidays).





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The Company has also received the consent letter, disclosure confirming not being disqualified to act as Director on the Board of the Company under Section 164 of the Act and other requisite disclosures. Pursuant to the provision of Sections 196, 197, 203 and all other applicable provisions of the Companies Act, 2013 (“the Act”) (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule V of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the appointment and remuneration payable to Managing Director is now being placed before the Members for their approval by way of Special Resolution. The Board recommends the passing of the Resolution under Item No.1 as a Special Resolution. Except for Mr. Anuj Mehra and his relatives, none of the other Directors, Key Managerial Personnel (“KMP”) of the Company and relatives of the Directors and KMP are, in any way, concerned or interested, financially or otherwise except to the extent of their shareholding interest, if any, in the Company. The following additional information as required by Schedule V to the Companies Act, 2013 is given below: I. GENERAL INFORMATION:

i) Nature of Industry:

The Company provides Home Loans primarily in rural and semi-urban areas. The loans given by the company, are secured by the property financed and may be availed of by the customer for construction or purchase of a new property or for repairs, modernization or extension of an existing home.

ii) Date or expected date of commencement of commercial production:

The Company was incorporated on 9th April, 2007. The Company started its business operations in October, 2007.





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iii) In case of new companies, expected date of commencement of activities as per

project approved by financial institutions appearing in the prospectus: Not applicable. iv) Financial performance based on given indicators – as per audited financial results

for the year ended 31st March, 2019 :

Particulars Rupees (in crores)

Turnover and Other Income 1,383.95 Net Profit as per Profit & Loss Account (after Tax) 250.47 Profit as computed under section 309(5) read with section 198 of the Companies Act, 1956

450.18

Net Worth 1127.08 vi) Foreign Investments or collaborations, if any : N.A. II. INFORMATION ABOUT THE APPOINTEE: Mr. Anuj Mehra has been the Managing Director of the Company since 2012 and has been responsible for setting up, operationalising, and driving the growth and profitability of the organization since inception in 2007. Mr. Mehra holds a Bachelors Degree in Economics from Delhi University and has done his post graduation in management from I.I.M (Ahmedabad). He has a varied experience of around 30 years in the functional areas of sales, marketing and finance. Mr. Mehra is a Member of Corporate Social Responsibility Committee and the IT Strategy Committee of the Company. Mr. Mehra is on the Board of AAPCA Demystifying Data Technologies Private Limited. ii) Past remuneration during the financial year ended 31st March, 2019: Rs. 2.56 Crores





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iii) Recognition or Awards:

The information is already covered in the section “Background details.” iv) Job Profile and his suitability:

Mr. Anuj Mehra has been the Managing Director of the Company since 2012 and has been associated with the Company since its inception. The turnover and profits of the Company have been increasing consistently over the years. The growth in the Company’s operations is, to a large extent, attributable to the dynamism and relentless efforts of Mr. Anuj Mehra. Several new initiatives have been and are being taken to further the growth and the profitability of the Company. Taking into consideration his qualifications and expertise, Mr. Mehra is best suited for the responsibilities currently assigned to him by the Board of Directors of the Company.

v) Remuneration Proposed: Salary in the scale of Rs. 4,17,293 (current basic salary) to Rs. 8,00,000 per month with effect from 16th January, 2020 and other perquisites, allowances and commission as fully set out in the Notice.

vi) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin):

Taking into consideration the size of the Company, the profile of the appointee, his responsibilities, the industry benchmarks, the remuneration proposed to be paid is commensurate with the remuneration packages paid to similar senior level counterpart(s) in other companies in the industry.

vii) Pecuniary relationship directly or indirectly with the Company, or relationship

with the managerial personnel, if any :

Besides the remuneration proposed to be paid to him, the Managing Director does not have any other pecuniary relationship with the Company or relationship with the managerial personnel.





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III. OTHER INFORMATION :

i) Reasons of loss or inadequate profits :

Not applicable as the Company has posted a net profit after tax of Rs. 250.47 for the year ended 31st March, 2019.

ii) Steps taken or proposed to be taken for improvement and Expected increase in productivity and profits in measurable terms :

Not applicable as the Company has adequate profits. The Company posted a profit before tax of Rs. 366.16 crores for the year ended 31st March, 2019.

IV. Disclosures :

The Shareholders of the Company are being informed of the remuneration package of the above managerial person in the Resolution forming part of this Notice. ITEM NO. 2 Mrs. Anjali Raina was appointed as an Independent Directors by the Shareholders pursuant to the provisions of section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 to hold office for a term of 5 (five) consecutive years commencing from 30th March, 2015 ending on 29th March, 2020. Information about the Director seeking re-appointment as Director at the Extra-Ordinary General Meeting pursuant to clause 1.2.5 of Secretarial Standards – 2

Name of the Director : Mrs. Anjali Raina

Category : Independent Director

Director Identification No.

: 02327927





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Age : 61 years

Qualifications : BA (Eng Hons) – Loreto College, Kolkata, PDGM (IIMC), AMP (HBS).

Experience : 39 years

Brief resume, qualification(s), experience and nature of expertise in specific functional areas, recognition or awards

:

Mrs. Anjali Raina, Executive Director of the Harvard Business School India Research Centre. The HBS IRC seeks to understand and document the emerging trends that are shaping the future of India, and the South Asia region. The IRC seeks to play a proactive role in the social transformation of South Asia. It engages HBS faculty, shares knowledge and best practices through research and case studies with leaders who are driving the region's growth and development. In this role, she focuses on building and maintaining relationships with senior business leaders in the region to facilitate the work of the centre in research, educational programs, community building and faculty development.

Terms and conditions of appointment / re-appointment

: Re-appointment as Independent Director of the Company not liable to retire by rotation, to hold office for a second term of 5 consecutive years commencing from 30th March, 2020 ending on 29th March, 2025.

Remuneration sought to be paid and remuneration last drawn

: Mrs. Anjali Raina would be entitled to sitting fees for attending the Meetings of the Board of Directors and the Committees thereof and the commission as may be approved by the shareholders / board of directors.





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Date of first appointment on the Board

: 30th March, 2015

Shareholding in the Company

: NIL

Relationship with other Directors and Key Managerial Personnel of the Company

: None of the Directors of the Company is inter-se related to each other or with the Key Managerial Personnel of the Company.

Number of meetings of the Board attended during the year

: 5 (out 6 meetings held)

Other Directorships, [Excluding Mahindra Rural Housing Finance Limited)

: 1. Harvard Business School Publishing India Private Limited

2. Raina Advisory Services Private Limited

3. Harvard Global Research Support Centre India

4. Mahindra Insurance Brokers Limited 5. European Centre for Executive

Development (CEDEP)

Membership / Chairmanship of Committees of other Boards [excluding Mahindra Rural Housing Finance Limited)

: NA





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The Nomination and Remuneration Committee (NRC) at its Meeting held on 28th February, 2020, had recommended to the Board that the continued association of Mrs. Anjali Raina as an Independent Director of the Company would be beneficial to the Company, on the basis of her performance evaluation and after taking into account the qualifications, knowledge, experience and substantial contribution made by Mrs. Anjali Raina during his tenure. Based on the above, and the recommendation of the Nomination & Remuneration Committee, the Board recommends the re-appointment of Mrs. Anjali Raina (DIN: 02327927) as an Independent Director of the Company, not liable to retire by rotation, for a second term of 5 consecutive years commencing from 30th March, 2020, and ending on 29th March, 2025. Mrs. Anjali Raina has confirmed that she is not disqualified from being appointed as a Director under section 164 of the Act. The Company has received declaration from Mrs. Raina stating that she meets the criteria of independence as prescribed under section 149 (6) of the Companies Act, 2013. The Company has received notice in writing from one of the Members under Section 160 of the Act, proposing the candidature of Mrs. Anjali Raina for Office of Director of the Company. Copy of the draft letter of appointment of Mrs. Anjali Raina setting out terms and conditions of appointment is available for inspection by the Member in physical or electronic form at the Registered Office of the Company between working hours, on all working days up to the date of the Meeting and copies thereof shall also be made available for inspection in physical or electronic form. The Board recommends the Special Resolution set out at Item No. 2 of the Notice for approval of the Members. Except Mrs. Anjali Raina none of the Directors, Key Managerial Personnel of the Company and / or their relatives are, in any way, concerned or interested, financially or otherwise in the Resolution set out at Item No. 2 of the Notice.





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ITEM NO. 3

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, has vide its circular resolution passed on 9th March, 2020, and subject to the approval of the Members, approved the proposal for the appointment of Mr. Jyotin Mehta as an Independent Director on the Board of Directors of the Company to hold office for a period of 5 (five) consecutive years, with effect from the date of approval by the shareholders. Being an Independent Director, Mr. Jyotin Mehta, will not liable to retire by rotation. The Board recommends the appointment of Mr. Jyotin Mehta (DIN: 00033518) in accordance with the provisions of Section 149 read with Schedule IV of the Act. The Company has received a Notice in writing from a Member under Section 160 of the Act, proposing the candidature of Mr. Jyotin Mehta for the office of Independent Director of the Company. Mr. Jyotin Mehta has confirmed that he is not disqualified from being appointed as a Director under Section 164 of the Act and that he satisfies the criteria of ‘fit and proper’ as prescribed by the National Housing Bank vide its Notification No. NHB.HFC.CG-DIR.1/MD&CEO/2016 dated 9th February, 2017. Mr. Jyotin Mehta has also given his consent in writing to act as Director of the Company. The Company has also received necessary declarations from Mr. Jyotin Mehta stating that he meets the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act.





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Information about the Director seeking appointment as Director at the Extra-Ordinary General Meeting pursuant to clause 1.2.5 of Secretarial Standards – 2

Name of the Director

: Mr. Jyotin Mehta

Category : Independent Director

Director Identification No.

: 00033518

Age : 62 years

Qualifications : FCA, FCS and FCMA

Experience : 35+ years

Brief resume, qualification(s), experience and nature of expertise in specific functional areas, recognition or awards

:

He is versatile finance and GRC professional with excellent academic credentials, held leadership positions in Tata, ICICI and Shell group of companies. He has a rich experience of 35+ years in the areas of corporate finance, Internal Audit, corporate governance, risk and controls, Company law and legal and regulatory compliance and customer service.

Terms and conditions of appointment / re-appointment

: Appointment as Independent Director of the Company not liable to retire by rotation, to hold office for a term of 5 consecutive years commencing from 26th March, 2020 ending on 25th March, 2025.





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Remuneration sought to be paid and remuneration last drawn

: Mr. Jyotin Mehta would be entitled to sitting fees for attending the Meetings of the Board of Directors and the Committees thereof and the commission as may be approved by the shareholders / Board.

Date of first appointment on the Board

: NA

Shareholding in the Company

: NIL

Relationship with other Directors and Key Managerial Personnel of the Company

: None of the Directors of the Company is inter-se related to each other or with the Key Managerial Personnel of the Company.

Number of meetings of the Board attended during the year

: NA

Other Directorships, [Excluding Mahindra Rural Housing Finance Limited)

: 1. Linde India Limited 2. Suryoday Small Finance Bank Limited 3. Monnet Ispat & Energy Limited 4. ASK Investment Managers Limited 5. ASK Financial Holdings Private Limited 6. ASK Property Investment Advisors Private

Limited 7. ICICI Prudential Trust Limited 8. ICICI Prudential Pension Funds Management

Company Limited





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Membership / Chairmanship of Committees of other Boards [excluding Mahindra Rural Housing Finance Limited)

: Sr. No.

Name of the Company

Name of the Committee

Position held (Chairman/ Member)

1. Linde India Limited

Audit Committee Chairman Risk Management Committee

Member

Nomination & Remuneration Committee

Member

Stakeholders’ Relationship Committee

Member

2. ICICI Prudential Trust Company Limited

Audit Committee Member

3. ICICI Prudential Pension Funds Management Company Limited

Risk & Audit Committee

Member

Nomination & Remuneration Committee

Member

4. Suryoday Small Finance Bank Limited

Audit Committee Chairman Stakeholders Relationship & Investor Grievance Committee

Chairman

Customer Service Committee

Member

IT Strategy Committee

Member

IPO Committee Chairman Nomination & Remuneration Committee

Member

5. Monnet Ispat & EnergyLimited

Audit Committee Chairman Nomination & Remuneration Committee

Member

Stakeholders’ Relationship Committee

Member





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6. ASK Financial Holdings Private Limited

Audit Committee Chairman Nomination & Remuneration Committee

Chairman

CSR Committee Chairman Stakeholders’ Relationship Committee

Member

Risk Management Committee

Member

7. ASK Property Investment Advisors Private Limited

Audit Committee Member Nomination & Remuneration Committee

Member

In the opinion of the Board, Mr. Jyotin Mehta fulfills the conditions as specified in the Act and the Rules framed thereunder for appointment as an Independent Director, and he is independent of the Management. As on date of this Notice, Mr. Jyotin Mehta does not hold, by himself or for any other person on a beneficial basis, any Equity Shares in the Company. Mr. Jyotin Mehta is not inter-se related to any of the Directors or Key Managerial Personnel (including relatives of Directors or Key Managerial Personnel) of the Company. As per the provisions of Section 149 of the Act, Mr. Jyotin Mehta shall hold office for a term of five consecutive years commencing from 26th March, 2020, and ending on 25th March, 2025. Being an Independent Director, Mr. Jyotin Mehta will not liable to retire by rotation. Copy of the draft letter of appointment of Mr. Jyotin Mehta setting out the terms and conditions of appointment shall be available for inspection by the Members at the Registered Office of the Company during normal business hours on all working days (i.e. except Saturdays, Sundays and public holidays).





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The Board recommends the Ordinary Resolution set out in the Notice under Item No. 3 in relation to the appointment of Mr. Jyotin Mehta, as an Independent Director, for approval by the Members of the Company.

Save and except Mr. Jyotin Mehta, none of the other Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 3 of the Notice.

ITEM NO. 4 The National Housing Bank (NHB) during its inspection for the year ended 31st March, 2018 had vide its observation letter bearing no. NHB (ND) / HFC / DRS / Sup. (Insp) / A-10768 / 2019-20 dated 26th September, 2019 advised the review of certain clauses in the Memorandum of Association of the Company (MOA) and make necessary amendments in them to align them with relevant NHB Regulations.

Accordingly, the Board at its Meeting held on 28th February, 2020, has approved the following amendments in the MOA of the Company and the Board now seeks the Member’s approval for the same:

Relevant clause No. of MOA

Present Clause Proposed clause

10 To enter into any arrangement with any person, association of persons, firm, company, corporation, Union or State Government, Municipal or any Local or Public Authority, that may be conducive to the Company’s objects or any of them and to obtain any such person or association of persons, firm, company, corporation, government,

To enter into any arrangement with any person, association of persons, firm, company, corporation, Union or State Government, Municipal or any Local or Public Authority, that may be conducive to the Company’s objects or any of them and to obtain any such person or association of persons,





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municipal or local or public authority any right, privileges or concessions which the company may think fit desirable to obtain and carry out, exercise and comply with any such arrangement, rights, privileges and concessions.

firm, company, corporation, government, municipal or local or public authority any right, privileges or concessions which the company may think fit desirable to obtain and carry out, exercise and comply with any such arrangement, rights, privileges and concessions provided that the company shall not contribute to the capital or become a partner of any Partnership firm or Limited Liability Partnership (LLP) or an Association of Persons and shall comply with the provisions of NHB / RBI Directions or any other statutory provisions in this regard, as may be applicable from time-to-time.

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To enter into partnership or any arrangement for sharing of profit or for union of interest, co-operation, reciprocal concession or otherwise with any person, firm, association, company or corporation carrying or engaged in or about to carry on or engage in any activity or transaction which the Company is authorised to carry on or engage in any activity or transaction capable of being conducted so as to directly or indirectly enhance the value of or render more profitable any of the

To enter into any arrangement for union of interest, co-operation, reciprocal concession or otherwise with any person, firm, association, company or corporation carrying or engaged in or about to carry on or engage in any activity or transaction which the Company is authorized to carry on or engage in any activity or transaction capable of being conducted so as to directly or indirectly enhance the value of or render more





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Company’s properties and assets or otherwise to benefit the Company and to give or accept by way of consideration for any of the acts or things aforesaid, or property acquired, any shares, debentures, debenture stocks, or securities that may be agreed upon and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stocks or securities so received.

profitable any of the Company’s properties and assets or otherwise to benefit the Company and to give or accept by way of consideration for any of the acts or things aforesaid, or property acquired, any shares, debentures, debenture stocks, or securities that may be agreed upon and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stocks or securities so received provided that the company shall not contribute to the capital or become a partner of any Partnership firm or Limited Liability Partnership (LLP) or an Association of Persons and shall comply with the provisions of NHB / RBI Directions or any other statutory provisions in this regard, as may be applicable from time-to-time.

80 To provide necessary financial assistance for comprehensive preliminary investigations, innovations and research of industrial and commercial proposals and requisite working capital when these investigations, innovation and research eventuate in the establishment of industrial and commercial organizations on commercial basis.

To be omitted.





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A copy of the proposed MOA of the Company shall be available for inspection by the Members at the Registered Office of the Company during normal business hours on all working days (i.e. except Saturdays, Sundays and public holidays). For any amendment in the Memorandum of Association of the Company, besides the alteration in the capital clause, Special Resolution of shareholders is required, hence the special resolution at item no. 4 of this Notice. The Board recommends the Special Resolution set out at Item No. 4 of the Notice for approval of the Members. None of the Directors, Key Managerial Personnel of the Company and / or their relatives are, in any way, concerned or interested, financially or otherwise in the Resolution set out at Item No. 4 of the Notice.

By Order of the Board For Mahindra Rural Housing Finance Limited

Sd/-

Navin Joshi Company Secretary

Registered Office: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai 400 018. Date: 18th March, 2020





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- ROUTE MAP -

Extraordinary General Meeting of Mahindra Rural Housing Finance Limited to be held at 1.00 p.m. on Thursday the 26th day of March, 2020 at the 4th Floor, Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai – 400 018.

Prominent Landmark : Near Worli T. V. Tower (Doordarshan Kendra).





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PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Name(s) of the Member(s)

:

Registered Address :

E-mail ID

:

Client ID :

DP ID :

I/We, being the Member(s) of MAHINDRA RURAL HOUSING FINANCE LIMITED holding ___________ Equity Shares hereby appoint : 1 Name

:

Address

:

E-mail ID :

Signature

:

or failing him/her; 2 Name

:

Address

:

E-mail ID :

Signature

:

or failing him/her; 3 Name

:

Address :





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E-mail ID :

Signature

:

as my/our Proxy to attend and vote (on a Poll) for me/us and on my/our behalf at the Extraordinary General Meeting of Mahindra Rural Housing Finance Limited to be held at 1.00 p.m. on Thursday the 26th day of March, 2020, at the 4th Floor, Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai – 400 018 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

Description

Special Business

1. Re-appointment of Mr. Anuj Mehra (DIN: 02712119) as the Managing Director of the Company.

2. Re-appointment of Mrs. Anjali Raina (DIN : 02327927) as an Independent Director of the Company for a second term of 5 consecutive years commencing from 30th March, 2020, and ending on 29th March, 2025.

3. Appointment of Mr. Jyotin Mehta (DIN: 00033518) as an Independent Director of the Company for a term of 5 consecutive years commencing from 26th March, 2020, and ending on 25th March, 2025.

4. Amendment in certain clauses of the Memorandum of Association of the Company. Signed this ____day of ______________, 2020. _______________________ Signature of Shareholder _________________________ Signature of Proxy Holder(s) Notes : (1) A Proxy need not be a Member of the Company. (2) This form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of

the Company, not less than 48 hours before the commencement of the Meeting.

Affix Revenue

Stamp Re. 1/-





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ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING ROOM. Name and Registered Address of the Shareholder

:

Joint Holder

:

DP ID no.

:

Client ID no. :

No. of Shares :

I hereby record my presence at the Extraordinary General Meeting of Mahindra Rural Housing Finance Limited held at 1.00 p.m. on Thursday the 26th day of March, 2020, at the Registered Office of the Company at the 4th Floor, Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai – 400 018. Name(s) of the Shareholder(s)/ Representative/Proxy (IN BLOCK CAPITALS)

Signature(s) of the Shareholder(s)/ Representative/Proxy





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THE COMPANIES ACT, 2013

Consent of shareholder for shorter notice [Pursuant to section 101(1)]

To, The Board of Directors, Mahindra Rural Housing Finance Limited Mahindra Towers, 4th Floor, P. K. Kurne Chowk, Worli, Mumbai – 400 018 I / We _______________________ *son of __________________*resident of / *having Registered Office at ______________________________________________ holding ________ Equity Shares of the Company of Rs. 10 each in our *name / joint name hereby give consent, pursuant to section 101(1) of the Companies Act, 2013, to hold the Extraordinary General Meeting on 26th March, 2020, at a shorter notice. Signature …………………… Name …………………….. (in Block Letters) Date : ……………………. DP ID & Client ID : …………………………………..

*Strike off whatever is not applicable

NOTICE - mahindrahomefinance.com · provisions of the Act for a period commencing from 16th...

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