NOTICE. To consider and if thought fit, to pass the following resolution with or without modification as an Ordinary Resolution.

Transcription

1 NOTICE Notice is hereby given that the Tenth Annual General Meeting of the Members of Janalakshmi Financial Services Limited will be held on Thursday, 30 th day of June 2016 at a.m at the Registered Office of the Company situated at Rajashree Saroja Plaza, No.34/1, Andree Road, Shanthinagar, Bangalore to transact the following. ORDINARY BUSINESS: 1. Approval and Adoption of Audited Financial Statements of the Company for the year ended 31 st March 2016 along with Auditors Report and Boards Report: To receive, consider and adopt the Audited Balance Sheet as at 31 st March 2016 and Profit and Loss Account of the Company for the year ended 31 st March 2016, together with Cash Flow Statement for the year ended 31 st March 2016, Notes to Financial Statements, Boards Report and Auditors Report thereon and if thought fit, to pass the following resolution with or without modification, as an Ordinary Resolution. RESOLVED THAT the Company do hereby adopt the Audited Balance Sheet as at 31 st March 2016, the Profit & Loss Account for the year ended on that date along with Cash Flow Statement, Notes to Financial Statements, Boards Report and Auditors Report thereon for the year ending on that date. 2. To declare dividend on Equity Shares for the year ended 31 st March 2016: modification as an Ordinary Resolution. RESOLVED THAT Rs. 10/- per share on Equity Shares be and is hereby declared for the payment to those holders of Equity Shares whose name appears as on record date, that is 15 th June, FURTHER RESOLVED THAT Mr. V. S. Radhakrishnan, CEO & Managing Director and Mr. R. Srinivasan, Executive Vice Chairman be and are hereby severally authorized to do such acts, deeds and things as may be considered necessary to give effect to the above resolution.

2 3. Re-appointment of M/s Deloitte Haskins & Sells, Chartered Accountants as Statutory Auditors of the Company: modification as an Ordinary Resolution. RESOLVED THAT M/s. Deloitte Haskins & Sells, (firm registration no S), Chartered Accountants, Statutory Auditor of the Company be and are here reappointed as the Statutory Auditors of the Company to hold office till the conclusion of the AGM to be held in calendar year 2017, at the remuneration to be fixed by the Board of Directors of the Company in consultation with the Auditors. FURTHER RESOLVED THAT Mr. V. S. Radhakrishnan, CEO & Managing Director and Mr. R. Srinivasan, Executive Vice Chairman be and are hereby severally authorized to do such acts, deeds and things as may be considered necessary to give effect to the above resolution. SPECIAL BUSINESS: 4. Regularization of Additional Director, Mr. Anil Rai Gupta modification as an Ordinary Resolution. RESOLVED THAT pursuant to Sections 160 & 161 of the Companies act, 2013 and any other applicable provisions if any,mr. Anil Rai Gupta, who was appointed as an Additional Director on November 26,2015 be and is hereby appointed as a Director of the Company who is not liable to retire by rotation. RESOLVED FURTHER THAT Mr. Ramesh Ramanathan, Chairman, Mr. R. Srinivasan, Executive Vice Chairman and Mr. V. S. Radhakrishnan, CEO and Managing Director of the Company, be and are hereby severally authorised to file relevant forms with the Registrar of companies, Karnataka, and to do such other acts, deeds and things as may be considered necessary in connection with the above appointment 5. Regularization of Additional Director, Mr. R. Ramaseshan modification as an Ordinary Resolution.

3 RESOLVED THAT pursuant to Sections 160 & 161 of the Companies act, 2013 and any other applicable provisions if any, Mr. R. Ramaseshan, who was appointed as an Additional director on February 25, 2016 be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation in terms of Section 149(4), (10) & (11) and 152(6)(e) of the Companies Act, 2013 to hold office for a term of five years w.e.f 30 th June RESOLVED FURTHER THAT Mr. Ramesh Ramanathan, Chairman, Mr. R. Srinivasan, Executive Vice Chairman and Mr. V. S. Radhakrishnan, CEO and Managing Director of the Company, be and are hereby severally authorised to file relevant forms with the Registrar of companies, Karnataka, and to do such other acts, deeds and things as may be considered necessary in connection with the above appointment. 6. Approval for entering into an agreement with Jana Urban Services for Transformation Pvt. Ltd for availing management services : modification as a special resolution. RESOLVED THAT in accordance with the provisions of Section 188 of the Companies Act, 2013 (including any modifications and rules there under) and any other statutory / regulatory authorities and all such other approvals, permissions, consents and sanctions of any authorities, as may be necessary, the consent of the shareholders of the Company be and is hereby accorded to enter into an agreement with Jana Urban Services for Transformation Pvt. Ltd for an aggregate consideration not exceeding Rs Lakhs for a period of one year, and other specified amounts thereafter, for availing Management Services RESOLVED FURTHER THAT Mr. Ramesh Ramanathan, Chairman, Mr. R. Srinivasan, Executive Vice Chairman and Mr. V. S. Radhakrishnan, CEO and Managing Director of the Company, be and are hereby severally authorised to do and cause to do all such acts, deeds, things and take all such steps as they may think fit and proper for giving effect to these resolutions. 7. Approval for revision in remuneration of Chief Executive officer and Managing Director: modification as an Ordinary Resolution. RESOLVED THAT pursuant to the provisions of Article of Association of the Company read with Section 196 of the Companies Act, 2013 and all other applicable provisions,

4 if any, of the Companies Act, 2013 (including any statutory modification or reenactment thereof for the time being in force) subject to such other consents, approvals and permissions if any needed, remuneration of Mr. V. S. Radhakrishnan, Chief Executive Officer and Managing Director be and is hereby revised on the terms and conditions hereinafter mentioned with effect from 1st April 2016 for the remaining period. Consolidated Salary : Upto a Maximum of Rs Cr p.a. which includes the variable pay and perquisites, with the authority to Board to fix the salary within the said maximum amount from time to time. Benefits over annual CTC: Long Term Incentive, Accident Insurance Coverage, Medical Insurance Coverage, Lift time Insurance Coverage and Gratuity : as per company policy. RESOLVED FRUTHER THAT all other terms and conditions as per the HR policy of the company be and is hereby applicable including Earned/Privilege leave, contribution to Provident Fund, Superannuation fund or annuity fund/gratuity in terms of applicable provisions of the relevant statutes. RESOLVED FURTHER THAT pursuant to provisions of the Section 197 of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013 the revised remuneration of Mr. V. S. Radhakrishnan, Chief Executive Officer and Managing Director is hereby confirmed that it is well within the prescribed limit mentioned in the said section. RESOLVED FURTHER THAT Mr. Ramesh Ramanathan, Chairman, Mr. R. Srinivasan, Executive Vice Chairman and Mrs. Richa Saxena, Company Secretary be and are hereby severally authorised to file necessary forms with the Registrar of Companies, Karnataka and to do or cause to do such other acts, deeds and things as may be considered necessary in connection with or incidental to the above. 8. Approval for revision in remuneration of Executive Vice Chairman: To consider and if thought fit to pass, with or without modification, the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Article of Association of the Company read with Section 196 of the Companies Act, 2013 and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or reenactment thereof for the time being in force) subject to such other consents, approvals and permissions if any needed, the remuneration payable to Mr. R. Srinivasan, Executive Vice Chairman be and is hereby payable on the terms and conditions hereinafter mentioned.

5 Consolidated Salary: Upto a Maximum of Rs. 1.6 Crs p.a. which includes the variable pay, with the authority to Board to fix the salary within the said maximum amount from time to time. Benefits over annual CTC: Long Term Incentive, Accident Insurance Coverage, Medical Insurance Coverage, Lift time Insurance Coverage and Gratuity : as per company policy. RESOLVED FURTHER THAT pursuant to provisions of the Section 197 of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013 the revised remuneration of Mr. R Srinivasan, Executive Vice Chairman is hereby confirmed that it is well within the prescribed limit mentioned in the said section. RESOLVED FURTHER THAT Mr. Ramesh Ramanathan, Chairman, Mr. R. Srinivasan, Executive Vice Chairman and Mrs. Richa Saxena, Company Secretary be and are hereby severally authorised to file necessary forms with the Registrar of Companies, Karnataka and to do or cause to do such other acts, deeds and things as may be considered necessary in connection with or incidental to the above. 9. Approval for reclassification of Authorized Share Capital and consequent Alteration of Memorandum of Association and Article of Association. modification as a Special Resolution RESOLVED THAT pursuant to Sections 13,14 and 61 and all other applicable provisions, if any, under the Companies Act, 2013, the existing Authorised Share Capital of the Company of Rs. 127,60,00,000/- (Rupees One hundred and Twenty Seven Crore and sixty lakhs only) divided into 55,00,000/- (Fifty Five lakhs) Class A Equity Shares of Rs. 10/- (Rupees ten only) each and 12,21,00,000 (Twelve Crore and Twenty one lakh) Preference Shares of Rs. 10/- (Rupees ten only) each be and is hereby reclassified to Rs. 127,60,00,000/- (Rupees One hundred and Twenty Seven Crore and sixty lakhs only) divided into Rs. 12,76,00,000 (Twelve Crore and Seventy Six Lakhs) Class A Equity Shares of Rs. 10/- (Rupees Ten Only) each. RESOLVED FURTHER THAT the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V is as under: V. The Authorised Share Capital of the Company is Rs. 127,60,00,000/- (Rupees One hundred and Twenty Seven Crore and sixty lakhs only) divided into Rs. 12,76,00,000 (Twelve Crore and Seventy Six Lakhs) Class A Equity Shares of Rs. 10/- (Rupees Ten Only) each.

6 RESOLVED FURTHER THAT Mr. Ramesh Ramanathan, Chairman, Mr. R. Srinivasan, Executive Vice Chairman and Mr. V. S. Radhakrishnan, CEO and Managing Director of the Company, be and are hereby severally authorised to do and cause to do all such acts, deeds, things and take all such steps as they may think fit and proper for giving effect to these resolutions including filing prescribed form with Registrar of Companies, Karnataka. By and Order of the Board For Janalakshmi Financial Services Ltd., Place : Bangalore Date : 15-June-2016 Richa Saxena Company Secretary Note : 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the Company. 2. The proxy in order to be valid shall be lodged at the registered office address of the Company not less than 48 hours before the meeting. 3. Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013, is annexed to the Notice convening the Annual General Meeting. 4. The record date fixed for the purpose of payment of dividend for Equity Shares is 15 th June 2016.

7 EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, Item No. 4 & 5: Appointment of Mr. Anil Rai Gupta and Mr. R. Ramaseshan as Directors of the company. The Board at its meeting held on November 26, 2015 and February 25, 2016, appointed Mr. Anil Rai Gupta and Mr. R. Ramaseshan as additional directors respectively with effect from such Board meeting dates pursuant to Section 161 of the Companies Act,2013. Hence, they will hold office up to the date of the ensuing \annual General Meeting. The Company has received consent in writing to act as directors in Form DIR 2 and intimation in Form DIR8 pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, to the effect that they are not disqualified under sub- section (2) of section 164 of the Companies Act, The Board considers that their association would be of immense benefit to the Company and it is desirable to avail their services as Directors. Accordingly, the Board recommends the resolution Nos. 5 & 6, in relation to appointment of Mr. Anil Rai Gupta and Mr. R. Ramaseshan as Directors, respectively, for the approval by the shareholders of the Company. Item No. 6: Approval for entering into an agreement with Jana Urban Services for Transformation Private Limited (JUST) for availing services. Pursuant to your approval and the provisions of Section 188 of the Companies Act 2013, and other applicable provisions/rules, JFS wishes to obtain Management Services (more fully described below) from JUST. The mutually agreed terms and conditions for this arrangement will be covered in an Agreement effective 1 st July, 2016 after taking yours approval for an aggregate consideration not exceeding Rs Lakhs or a period of one year, and other specified amounts thereafter. THE MANAGEMENT SERVICES: The budgeted value of each services during is indicated in parenthesis under each bullet. 1.0 Financial Advisory: 1.1. FA to RFS individual (Nano, Home improvement) loan customers, post-sanction and predisbursement, involving a face-to-face in-depth financial planning session, advice and identification of cross-sell opportunities. The budget (Rs lakhs) envisages a distributed FA field staff model, with a peak FA staff of 229 at year-end, based in the 210 Jana Centres (JCs) where these loans are processed, and supported by a small team of cluster and regional coordinators. The average productivity of a FA staff is 6 Arthika Nakshe (Financial Advisory) sessions per business day FA for EFS Emerging micro customers is newly proposed this year. The budget (Rs Lakhs) covers advisory content development and envisages a pilot across 10 Jana Pragati Centers Enterprise Financial Lab (EFL) (psychometric tests used in credit approval) tests are administered for all new individual loan customers (Nano, Home improvement, Super Nano, Microlite). EFL tests

8 are conducted per leads provided by the JFS business teams. The budget (Rs lakhs) envisages a distributed field staff model, with a peak staff level of 228 at year-end, supporting 306 (JC+JPC) loan production centers, and supported by a small team of cluster and regional coordinators. The average productivity of an EFL staff is 8 EFL tests administered per day Jana Patra is a new service offered to home-owning small batch and nano loan customers that certifies the quality of their ownership papers (Patras). This will, in turn, inform the design of our product offerings for home improvement and mortgage loans. To facilitate this service, retired government revenue officers are recruited as Jana Patra Advisors (JPAs) under the FA- NANO vertical. The budget (Rs lakhs) is based on a peak Jana Patra Advisors headcount of 40 at year-end; operating out of 5 regions for this year, and is included in the 1.1 budget number in this Note. 2.0 Community Connect (CC) : 2.1 Community Connect team plays a pivotal role in facilitating community activities in JPCs, such as economic training, social activities, skill training and Jana Champion mobilisation at the Jana Pragati Centres of Janalakshmi. (Rs. 615 lakhs). This is based on peak CC field staff of 110 at year-end; supported by a small team of regional managers. The productivity of a CC field staff is measured in terms of the number of social and economic activities conducted, participants mobilised, active Jana Champions and number of activities initiated by Jana Champions. 2.2 The team also assists Janalakshmi in sourcing for the Company s growing staff needs from amongst the very communities in which we serve. This activity is carried out by Community Recruitment Co-ordinators (20 co-ordinators pan-india), supported by 10 Community Connect Managers across regions. The cost of delivery for community recruitment is included in the Community Connect budget mentioned under 2.1 above. Community recruitment team member will be placed in major cities and the targets are monitored in the Human Capital dashboard. 3.0 Customer Insights (CI) 3.1 CI performs analytics on JFS customer base for customer segmentation, to inform market opportunity, product development, improve customer centricity, retention and cross-sell. The group is closely collaborating with the Enterprise Financial Services business to undertake detailed market study of small enterprises around every new Jana Pragati centre opened. These reports, based on secondary and primary data, known as Enterprise Market Opportunity report (EMORe) and Enterprise Market Opportunity report plus (EMORe+) are shared with the business along with warm leads to jump start sourcing. The team drives customer-centric initiatives, such as the Suno Unki Kahaani council, tool development and analysis for financial advisory and customer research. The budget (Rs lakhs) includes staff expenses, technology and printing costs. 4.0 Spatial Analytics (SA) 4.1 Spatial Analytics Studio provides spatial analytical insights and geographic information system software driven understanding of urban underserved settlement patterns (target customer base),

9 to inform sourcing patterns and new branch placement; spatial rendering of balanced scorecard performance metrics (the STAR Reports) for enhanced management review and control. It also develops specific solutions to monitor field operations pertaining to collection of EMI and Badhti Bachat payments. The budget (Rs lakhs) covers an itemized list of on-tap reports and anticipated ad-hoc information requests. It should be noted that these are based on only staff costs and some hardware expenses and do not include substantial software licensing costs and management oversight that would normally be levied by an external vendor. 5.0 Field Survey (FS) 5.1 Field Survey team assists the other JUST business verticals (CI, FA and CC) team in gathering data for JFS projects through quantitative and qualitative surveys. The field productivity will be based on the number of surveys conducted and the quality of data required. The budget (Rs lakhs) is based on a peak FS field staff of 120 at year-end across 8 regions. CONSIDERATION: JUST S commercial considerations are guided by the cost-plus 7% principle excluding Field Survey, wherein no separate mark-up is contemplated. Detailed budgets on staff, operating and technology costs have been developed by JUST and reviewed by the JFS Finance & Planning teams. The consideration is included in the budgets mentioned above. Payment for services will be settled by JFS within thirty (30) business days from month-end. JFS shall additionally be responsible for the payment of all service taxes relating to the provision of services received with respect to the Management Services hereunder, but not any taxes directly attributable to JUST s income. REPRESENTATIONS AND COMPLIANCE: JFS and JUST will conduct performance reviews of all aspects of the management services, to ensure that the obligations under the agreement are met by both parties, from time to time. SLAs for each major management service activity will govern the partnership. CONFIDENTIALITY: Both JFS and JUST recognize the need for confidentiality of customer information and are committed to exercising all due care in the handling of all such information. JFS specifically acknowledges that customer analytics and insights, including spatial and geographical information, are the intellectual property of JUST and that the payment for the management services does not accrue to JFS the rights over such IP. Item No. 7 & 8: Revised in remuneration of Chief Executive Officer & Managing Director and Executive Vice Chairman: The company has completed the annual performance appraisal of all the employees of the company including senior management. In view of this there is a revision in the salary of all the employees for the FY Hence the Board of Directors is requesting your approval

10 for the revise in the remuneration of Chief Executive Officer & Managing Director and Executive Vice Chairman. Except Mr. R. Srinivasan and Mr. V.S. Radhakrishnan, none of the Directors are interested or concerned in this resolution. Item No. 9: Approval for reclassification of Authorized Share Capital and consequent Alteration of Memorandum of Association and Article of Association The Authorised Capital of the Company at present is Rs. 127,60,00,000 /- (Rupees One hundred and Twenty Seven Crore and sixty lakhs only) divided into 55,00,000/- (Fifty Five lakhs) Class A Equity Shares of Rs. 10/- (Rupees ten only) each and 12,21,00,000 (Twelve Crore and Twenty one lakh) Preference Shares of Rs. 10/- (Rupees ten only) each. The share capital is proposed to be reclassified to only Class A Equity Shares. None of the Directors is concerned or interested in the proposed resolutions except to the extent of their shareholding in the Company. None of the Directors and Key Managerial Personnel are interested or concerned in the above resolution. By and Order of the Board For Janalakshmi Financial Services Ltd., Place : Bangalore Date:15-Jun-2016 Richa Saxena Company Secretary