Cholamandalam Financial : Notice for 74th AGM

CHOLAMANDALAM FINANCIAL HOLDINGS LIMITED

Registered Office: "Dare House", No. 234, N S C Bose Road, Chennai - 600 001.

Phone: [phone]; Fax: [phone];

CIN: L65100TN1949PLC002905

E-mail:[e-mail]; Website: www.cholafhl.com

NOTICE TO MEMBERS

NOTICE is hereby given that the 74th Annual General Meeting ('AGM') of the members of Cholamandalam Financial Holdings Limited ('the Company') will be held at 3.30 pm IST on Thursday, the 10th August 2023 through video conference to transact the following business:

ORDINARY BUSINESS

ITEM NO. 1 - To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:

RESOLVED THAT the Audited Standalone Financial Statements of the Company for the year ended March 31, 2023, the Reports of the Board of Directors and the Independent Auditors thereon, be and are hereby considered, approved and adopted.

ITEM NO. 2 - To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:

RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the year ended March 31, 2023 and the Independent Auditors' Report thereon, be and are hereby considered, approved and adopted.

ITEM NO. 3 - To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:

RESOLVED THAT a final dividend of `0.55 per equity share (55% on the face value of `1/- each) on the paid-up share capital of the Company, as recommended by the Board of Directors, be and is hereby declared for the financial year ended March 31, 2023 and the same be paid to the shareholders whose names appear on the Register of Members of the Company as on August 3, 2023.

ITEM NO. 4 - To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:

RESOLVED THAT Mr. Vellayan Subbiah (holding DIN: 01138759), who retires by rotation and being eligible has offered himself for re-appointment, be and is hereby re-appointed as a director of the Company liable to retire by rotation.

SPECIAL BUSINESS

ITEM NO. 5 - To consider and if deemed fit, to pass, the following as a SPECIAL RESOLUTION:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 ('the Act') (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force), the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 17 and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, Mr. B Ramaratnam (holding DIN: 07525213) whose current term of office expires on March 17, 2024 and who being eligible for re-appointment for a second term as an Independent Director and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of 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 second term of three (3) consecutive years on the Board of the Company commencing from March 18, 2024 upto March 17, 2027 (both days inclusive).

ITEM NO. 6 - To consider and if deemed fit, to pass, the following as an ORDINARY RESOLUTION:

RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 ('the Act') and the Rules made thereunder (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force), and as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors, approval of the Company be and is hereby accorded for

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the re-appointment of Mr. N Ganesh as the Manager of the Company for a further period of three (3) years with effect from June 15, 2023 upto June 14, 2026 (both days inclusive) on the following terms:

1. Salary: `3,09,035/- per month in the scale of `3,00,000 - `5,50,000/- per month. The increments within the scale would be decided by the Nomination & Remuneration Committee ('NRC').
2. Allowances: Allowances like Leave Travel Allowance, Personal Allowance, Special Allowance, Grade Allowance and/or any other allowance not exceeding 150% of the salary.
3. Perquisites: Perquisites such as house rent allowance, reimbursement of medical expenses and any other perquisites, benefits or amenities as per the Company's scheme(s) in force from time to time.
4. Incentive: Incentive will be (at 100% level) upto 22.5% of annual pay (annual pay includes salary, perquisites, allowances, incentive and retirement benefits).
5. General:
6. 1. The aggregate remuneration (including Salary, Allowances, Perquisites, Incentive and Retirement Benefits) for any financial year shall be subject to an overall ceiling of 5% of the net profits of the Company for that financial year computed in the manner prescribed under Act.
   2. In the event of absence or inadequacy of profits in any financial year, the remuneration payable to Mr. Ganesh shall be determined by the NRC subject to the provisions of the Act and such approvals, if any, as may be required.
   3. Mr. Ganesh will be subject to all other service conditions as per rules of the Company in force from time to time.

RESOLVED FURTHER THAT the Board of Directors or any Committee thereof, be and is hereby authorised to do all such acts, deeds and things as they may be deemed necessary, proper, desirable or expedient to give effect to the aforesaid resolution including alteration and variation in such terms of re-appointment as may be deemed fit in the best interest of the Company.

ITEM NO. 7 - To consider and if deemed fit, to pass, the following as a SPECIAL RESOLUTION:

RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force), and subject to all other applicable laws and regulations including but not limited to all necessary statutory or regulatory approvals, permissions, consents and sanctions which may be agreed to by the Board of Directors of the Company, the consent of the Members of the Company be and is hereby accorded to substitute the existing Article 17.8 in the Articles of Association of the Company, with the following:

"Article 17.8 : Notwithstanding anything to the contrary contained in these Articles and pursuant to the provisions of the Act and Rules made thereunder, the Board of Directors may from time to time appoint any such person as a "Nominee Director". For the purpose of this clause, "Nominee Director" means a Director nominated by any institution in pursuance of the provisions of any law for the time being in force, or of any agreement, or appointed by any Government, or any other person to represent its interests and includes any person nominated by the debenture trustee(s) in terms of Regulation 15(1)(e) of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 as a director on the Board of the Company."

RESOLVED FURTHER THAT the Board of Directors, Chief Financial Officer and the Company Secretary of the Company be and are hereby severally authorised to take all such actions as may be necessary, desirable, or expedient and to do all such necessary acts, deeds, and things that may be incidental or pertinent to give effect to the aforesaid resolution.

	By Order of the Board
Place : Chennai	E Krithika
Date : May 12, 2023	Company Secretary

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NOTES:

1. The Ministry of Corporate Affairs ('MCA') vide its General Circular No. 10/2022 dated December 28, 2022 and the Securities and Exchange Board of India ('SEBI') vide its Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 have allowed companies to conduct Annual General Meeting ('AGM') through Video Conferencing ('VC') or Other Audio Visual Means ('OAVM') subject to compliance with requirements mentioned therein. Accordingly, the 74th AGM of the Company is being held in an electronic mode through VC.
2. A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a member of the Company. Since the 74th AGM is being conducted through VC, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the 74th AGM and hence the Proxy Form, Attendance Slip and route map are not annexed to this Notice.
3. The Company has enabled VC facility for participation of members in the AGM. Instructions for participation in the AGM through VC are provided in 'instructions to members' section of this Notice.
4. Members attending the AGM through VC shall be counted for the purpose of reckoning the quorum for the meeting under section 103 of the Companies Act, 2013 ('the Act').
5. The businesses set out in the Notice will be transacted through electronic voting ('e-voting') system and the Company is providing facility for voting by electronic means. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, e-voting facility has been enabled for all individuals holding shares in demat accounts, by way of single login credential, through their demat accounts / websites of Depositories / Depository Participants ('DPs') in order to increase the efficiency of the voting process. Members are advised to update their mobile number and e-mail addresses with their DPs to access e-voting facility. Instructions and other information relating to e-voting are provided in 'instructions to members' section of this Notice.
6. Corporate / institutional members (i.e. other than Individuals, HUF, NRI etc.,) are required to upload in the e-voting portal, the scanned certified true copy (PDF Format) of the board resolution / authority letter etc., together with attested specimen signature(s) of the duly authorised representative(s) or alternatively send an e-mail, to the scrutiniser at, [e-mail] a copy marked to the Company's RTA, KFin Technologies Limited ('KFin') at [e-mail]. The scanned image of the above mentioned documents should be in the naming format "CFHL - 74th AGM".
7. Pursuant to the provisions of section 91 of the Act and regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the SEBI Listing Regulations'), the register of members and share transfer books of the Company will remain closed from Friday, August 4, 2023 to Thursday, August 10, 2023 (both days inclusive) for the

purpose of payment of final dividend for the year ended March 31, 2023.

1. Final dividend of `0.55 (55%) per equity share of face value of `1/- each of the Company, as recommended by the Board, if declared at this AGM, will be paid on or before September 8, 2023, to those members whose names stand registered in the Company's register of members as on August 3, 2023. Members are encouraged to utilise the electronic clearing service ('ECS') for receiving dividends by registering their bank mandates.
2. Members holding shares in electronic form may note that bank account details registered with their DPs will be used by the Company for payment of dividend. Therefore, the members are advised to intimate any change in their address or bank mandates to their respective DPs. Members holding shares in physical form, are requested to advise any change in their address or bank mandates to the Company's RTA, KFin.
3. Information required under regulation 36 of the SEBI Listing Regulations and the Secretarial Standard on General Meetings (SS-2) in respect of re-appointment of director(s) and Manager are furnished in this Notice.
4. In terms of MCA and SEBI notifications, Notice convening the 74th AGM along with the Annual Report 2022-23 are being sent only through electronic mode to members whose e-mail addresses are registered with the Company / DPs. Members who have not yet registered their e-mail addresses are requested to follow the procedure provided in the 'instructions to members' section of this Notice. Members may note that the notice and the annual report will also be available on the Company's website, www.cholafhl.com,website of RTA: https://evoting.kfintech.com/public/Downloads.aspxand on the websites of stock exchanges: www.bseindia.comand www.nseindia.com. For any communication in this regard, members may send requests to the Company's e-mail at: [e-mail].
5. The Register of Directors and Key Managerial Personnel and their shareholding maintained under section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested under section 189 of the Act and all other documents referred in the Notice will be available for inspection in electronic mode till the date of AGM. Members who wish to inspect the documents can send their request to: [e-mail].
6. Members may note that pursuant to the Income Tax Act, 1961 ('IT Act'), as amended by the Finance Act, 2020, dividends declared and paid by the Company with effect from April 1, 2020 shall be taxable in the hands of the shareholders. The Company shall therefore be required to deduct tax at source ('TDS') at the time of payment of dividend. In order

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to enable us to determine the appropriate TDS rate as applicable, members are requested to complete and / or update their residential status, PAN, category as per the IT Act with their DPs or in case shares are held in physical form, with the Company by sending documents by August 1, 2023. Members may note that in the absence of the PAN details, the Company would be required to deduct tax at a higher rate prescribed under the IT Act. Members seeking non-deduction of tax on their dividends, may submit Form 15G/15H as applicable to the Company on a yearly basis at the link https://ris.kfintech.com/form15/. Detailed information with respect to TDS on dividend payments including the formats of Form 15G/Form 15H for seeking exemption is available on the Company's website at http://www.cholafhl.com/investors/983. Members may contact the Company's RTA, KFin or the Company in case of any clarification in this regard.

1. The Company has transferred unclaimed / un-encashed dividends upto the interim dividend for FY 2015-16, from time to time, to the Investor Education and Protection Fund ('IEPF'). Details of unclaimed / unpaid dividends lying with the Company as on March 31, 2022 is available on the website of the Company at www.cholafhl.comand also on the website of the MCA. Pursuant to the provisions of section 124 of the Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, shares in respect of which dividend has not been paid or claimed for seven consecutive years or more has been transferred by the Company to the demat account of the IEPF Authority. Details of movement in shares in the demat account of the IEPF during the year is provided in general shareholder information section of the annual report. Shares and dividend transferred to the IEPF Authority can be claimed back by following the procedure for refund as detailed on the website of IEPF, www.iepf.gov.in. Members are requested to contact the RTA or the Company in this regard. Members who have not en-cashed their warrants in respect of the final dividend declared for FY 2015-16 and subsequent dividends thereon, may write to the Company Secretary or the RTA immediately to claim their dividends.
2. SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023, in supersession of earlier circular(s) issued in this regard, has inter-alia prescribed the norms for furnishing PAN, KYC (Contact Details, Bank Details and Specimen Signature) and Nomination details. As per the circular, it is mandatory for the shareholders holding securities in physical form to, inter alia, furnish PAN, KYC and Nomination details. Physical folios wherein the PAN, KYC and Nomination details are not available on or after October 1, 2023 shall be frozen by the RTA.
   Dividend and other payments, if any, in respect of such frozen folios shall only be made electronically with effect from 1st April, 2024 upon registering the required details. The said physical folios shall be referred by the Company or RTA to the administering authority under the Prohibition of Benami Property Transactions Act, 1988 and/or Prevention of Money Laundering Act, 2002, if they continue to remain frozen as on 31st December, 2025. The Company has sent intimations to all the members holding shares of the Company in physical form for furnishing their PAN, KYC and Nomination details. The relevant Circular(s) and necessary forms for availing various investor services are made available on the website of the Company at http://www.cholafhl.com/investors/1028. Accordingly, the members are requested to register their details in compliance with the aforesaid SEBI guidelines.
3. As per SEBI circular no. SEBI/HO/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, shareholders' requests for transfer, transmission, issue of duplicate securities certificate, claim from unclaimed suspense account, renewal / exchange of securities certificate, endorsement, sub-division / splitting of securities certificate, consolidation of securities certificates/folios, transmission and transposition of securities shall be effected in dematerialised form only. In view of this requirement, members holding shares in physical form are requested to consider converting their holdings to dematerialised form at the earliest.
4. To promote green initiative, members are requested to register their e-mail address to receive all communication and documents including annual reports from time to time in electronic form. Members holding shares in dematerialised form may send such communication to their respective DPs and those holding shares in physical form may send such communication to the RTA.
5. Members desirous of obtaining any information / clarification relating to the accounts are requested to submit their query in writing to the Company well in advance at [e-mail] enable us to keep the information ready.

	By Order of the Board
Place : Chennai	E Krithika
Date : May 12, 2023	Company Secretary

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STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO.5: Re-appointment of Mr. B Ramaratnam as an Independent Director

Mr. B Ramaratnam (DIN: 07525213) is currently an Independent Director of the Company, Chairman of the Audit Committee and a member of the Stakeholders Relationship Committee and Risk Management Committee. The appointment of Mr. Ramaratnam as an Independent Director of the Company was approved by the members at the 70th Annual General Meeting of the Company held on August 1, 2019 for a period of 5 (five) consecutive years commencing from March 18, 2019 till March 17, 2024 (both days inclusive).

As per section 149 of the Act, an independent director may hold office for two terms up to 5 (five) consecutive years each. In view of his current term coming to an end on March 17, 2024 and based on the recommendation of the Nomination

• Remuneration Committee ('NRC'), the Board of Directors at their meeting held on May 12, 2023, recommended the re-appointment of Mr. Ramaratnam as an Independent Director of the Company for a second term of 3 (three) consecutive years commencing from March 18, 2024 till March 17, 2027 (both days inclusive), not liable to retire by rotation, for the approval of the members by way of a Special Resolution.

Mr. Ramaratnam graduated from the University of Mumbai and is a member of the Institute of Chartered Accountants of India. He has vast experience in the areas of statutory and internal audit, due diligence, SOX compliance and other professional services.

The NRC after taking into consideration the skills, expertise and competencies required for the Board in the context of the industry in which the Company operates and based on the performance evaluation conducted, recommended to the Board that Mr. Ramaratnam's qualifications and diverse experience meets the skills and capabilities required for the role of Independent Director of the Company. The performance evaluation of Independent Directors was based on various parameters including attendance at Board and Committee Meetings, familiarity with the Company's policies and exercise own judgement besides having an understanding of the industry trends. Pursuant to the Committee's recommendation and performance evaluation undertaken, the Board is of the opinion that Mr. Ramaratnam continues to possess the identified core skills, expertise and competencies for effective functioning in his role as an Independent Director of the Company and his continued association would be beneficial to the Company.

The Company has received his consent in writing to act as director in Form DIR-2. Further, the Company has received requisite disclosures from Mr. Ramaratnam including confirmation that he continues to meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. Mr. Ramaratnam has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Act. In terms of Section 160(1) of the Act, the Company has received a notice from a member proposing his candidature for the office of Director.

In the opinion of the Board, Mr. Ramaratnam fulfils the conditions specified in the Act, rules thereunder and the SEBI Listing Regulations for re-appointment as an Independent Director and that he is independent of the management. The draft letter setting out the terms and conditions of his re-appointment is available on the website of the Company at www.cholafhl.comand would also be available for inspection by the members of the Company. Mr. Ramaratnam is not entitled to stock options and does not hold any shares in the Company. Other information as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India ('ICSI') are furnished in the annexure to this Notice.

In compliance with the provisions of Section 149 read with Schedule IV to the Act and Regulation 25(2A) of the SEBI Listing Regulations, approval of members for re-appointment of Mr. Ramaratnam as an Independent Director is sought by way of a Special Resolution. The Board recommends the Special Resolution set out at Item No. 5 of the Notice for approval by the members.

None of the Directors or Key Managerial Personnel ('KMP') of the Company or their respective relatives, except Mr. Ramaratnam and his relatives, are concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the Notice.

ITEM NO.6: Re-appointment of Mr. N Ganesh as the Manager

Mr. N Ganesh was appointed as the Manager of the Company for a period of 3 years with effect from August 9, 2017 and was re-appointed for a further period of three years with effect from June 15, 2020 till June 14, 2023. Based on the recommendation of the Nomination & Remuneration Committee, the Board at its meeting held on May 12, 2023 re-appointed Mr. Ganesh as the Manager for a further period of 3 (three) years with effect from June 15, 2023, subject to the approval of members.

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