Cholamandalam Investment and Finance : Notice to Shareholders – AGM 2021

Cholamandalam Investment and Finance Company Limited

Registered Office: "Dare House", No.2, N.S.C. Bose Road, Parrys, Chennai - 600 001.

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

CIN-L65993TN1978PLC007576

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

Notice to Members

NOTICE is hereby given that the forty third annual general meeting (AGM) of the members of Cholamandalam Investment and Finance Company Limited will be held at 3.30 p.m. Indian Standard Time (IST) on Friday, 30 July, 2021 through video conference (VC) to transact the following business:

ORDINARY BUSINESS:

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 31 March, 2021, the board's report including the independent auditors'report thereon, be and are hereby considered, approved and adopted.
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 31 March, 2021, including the independent auditors' report thereon, be and are hereby considered, approved and adopted.
3. To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:
   RESOLVED THAT an interim dividend of 65% approved by the board of directors on 29 January, 2021 on the outstanding equity shares of ` 2/- each of the company for the year ended 31 March, 2021 and paid to those members whose names appeared in the register of members as on 10 February, 2021 being the record date fixed for this purpose be and are hereby confirmed.

RESOLVED FURTHER THAT a final dividend of 35% as recommended by the board of directors be and is hereby declared on the outstanding equity shares of ` 2/- each of the company for the year ended 31 March, 2021 and be paid to those members, in case of shares held in physical form, whose names appear in the register of members as on 30 July, 2021 and in case of beneficial holders whose shares are held in dematerialised form as on 30 July, 2021, as per the details furnished by the depositories for this purpose.

1. To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:
   RESOLVED THAT Mr. Ravindra Kumar Kundu (holding DIN: 07337155), 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.
2. To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:
   RESOLVED THAT pursuant to the provisions of section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under and RBI guidelines on appointment of statutory auditors of banks and NBFCs (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s. Price Waterhouse LLP, bearing registration no.301112E/E300264 be and are hereby appointed as the joint statutory auditors of the company for a period of three years from the conclusion of forty third annual general meeting till the conclusion of the forty sixth annual general meeting.
   RESOLVED FURTHER THAT the board of directors of the company (including any committee thereof) be and is hereby authorised to fix the remuneration payable to the joint statutory auditors of the company, from time to time including the actual travelling and out of pocket expenses incurred in connection with the audit, in addition to taxes as applicable, during the appointed period.

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6. To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:

RESOLVED THAT pursuant to the provisions of section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under and RBI guidelines on appointment of statutory auditors of banks and NBFCs (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s. Sundaram & Srinivasan, Chartered Accountants, bearing registration no.004207S be and are hereby appointed as the joint statutory auditors of the company for a period of three years from the conclusion of forty third annual general meeting till the conclusion of the forty sixth annual general meeting.

RESOLVED FURTHER THAT the board of directors of the company (including any committee thereof) be and is hereby authorised to fix the remuneration payable to the joint statutory auditors of the company, from time to time including the actual travelling and out of pocket expenses incurred in connection with the audit, in addition to taxes as applicable, during the appointed period.

SPECIAL BUSINESS:

1. To consider and if deemed fit, to pass, the following as an ORDINARY RESOLUTION:
   RESOLVED THAT pursuant to the provisions of section 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the company, Mr. Vellayan Subbiah (holding DIN: 01138759), an additional director, holding office up to the date of this annual general meeting and in respect of whom the company has received a notice in writing proposing his candidature for the office of a director under section 160 of the Act, be and is hereby appointed as a director of the company liable to retire by rotation.
2. To consider and if deemed fit, to pass, the following as an ORDINARY RESOLUTION:
   RESOLVED THAT pursuant to the provisions of section 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the company, Mr. M.A.M. Arunachalam (holding DIN: 00202958), an additional director, holding office up to the date of this annual general meeting and in respect of whom the company has received a notice in writing proposing his candidature for the office of a director under section 160 of the Act, be and is hereby appointed as a director of the company liable to retire by rotation.
3. To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:
   RESOLVED THAT pursuant to the provisions of section 149, 150, 152, 161, schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the Articles of Association of the company, Mr. Anand Kumar (holding DIN: 00818724), an additional director, holding office up to the date of this annual general meeting and in respect of whom the company has received a notice in writing proposing his candidature for the office of a director under section 160 of the Act be and is hereby appointed as an independent director of the company not liable to retire by rotation, to hold office for a term of five consecutive years from 16 March, 2021 to 15 March, 2026 (both days inclusive).
4. To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:
   RESOLVED THAT pursuant to the provisions of section 149, 150, 152, 161, schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the Articles of Association of the company, Mr. Bharath Vasudevan (holding DIN: 09104808), an additional director, holding office up to the date of this annual general meeting and in respect of whom the company has received a notice in writing proposing his candidature for the office of a director under section 160 of the Act be and is hereby appointed as an independent director of the company not liable to retire by rotation, to hold office for a term of five consecutive years from 16 March, 2021 to 15 March, 2026 (both days inclusive).
5. To consider and if deemed fit, to pass the following as a SPECIAL RESOLUTION:
   RESOLVED THAT pursuant to the provisions of sections 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with the provisions of Securities and Exchange Board of India (Issue and Listing of Debt Securities)

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Regulations, 2008, the rules, regulations, guidelines and circulars, RBI directions as amended from time to time, the Memorandum and Articles of Association of the company and subject to such other requirements as may be prescribed by regulatory authorities from time to time, consent of the members of the company be and is hereby accorded to offer, issue and allot, in one or more series or tranches, secured and unsecured non-convertible debentures on a private placement basis during the period commencing from the date of the forty third annual general meeting until the conclusion of the forty fourth annual general meeting, up to an amount not exceeding ` 30,000 crores within the overall borrowing limits of the company, as approved by the members, on such terms and conditions and at such times at par or at such premium as may be decided by the board of directors of the company (including committees thereof), from time to time, to such person or persons, including one or more companies, bodies corporate(s), statutory corporations, commercial banks, lending agencies, financial institutions, insurance companies, mutual funds, pension / provident funds and individuals, as the case may be or such other person / persons as the board of directors of the company (including committees thereof) may determine and consider proper and most beneficial to the company including rate of interest, tenure and security cover thereof, the consideration for the issue, utilisation of the issue proceeds and all matters connected with or incidental thereto.

RESOLVED FURTHER THAT the board of directors of the company (including any committee thereof), be and is hereby authorised to do all such acts, deeds and things and give such directions and further to execute such documents, deeds, instruments and writings as may be deemed necessary, proper, desirable or expedient to give effect to this resolution.

	By Order of the board
Place : Chennai	P. Sujatha
Date : 5 July, 2021	Company Secretary

NOTES:

1. Pursuant to the general circular number 02/2021 issued by the Ministry of Corporate Affairs (MCA) and circular number SEBI/HO/CFD/CMD2/CIR/P/2021/11 issued by the Securities and Exchange Board of India (SEBI) ("the Circulars"), in view of the difficulties faced due to resurgence of COVID-19, companies are allowed to hold annual general meeting (AGM) through VC. In compliance with the circulars, the AGM of the company is being held 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 AGM is being held through VC, the facility for appointment of proxies by the members will not be available. Hence, proxy form, attendance slip and route map are not attached to this notice.
3. Corporate / institutional shareholders 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 to e-mail, to the scrutiniser at [e-mail] a copy marked to [e-mail]. The scanned image of the above mentioned documents should be in the name format "Chola - 43rd AGM".
4. The business set out in the notice will be transacted through remote electronic voting system and the company is also providing facility for voting by electronic means in the AGM held through VC. Detailed instructions and other information relating to access and participation in the AGM, voting in the AGM and remote e-voting is given as an annexure to this notice.
5. The explanatory statement pursuant to section 102 of the Companies Act, 2013 ("the Act") and Regulation 36 of Listing Regulations in respect of businesses set out above in resolution nos. 5 to 11 is annexed.
6. Information as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) in respect of appointment / re-appointment of directors and appointment of auditors is furnished and forms a part of the notice.
7. Pursuant to the provisions of section 91 of the Companies Act, 2013 and the listing regulations, the register of members and share transfer books of the company will remain closed from Monday, 26 July, 2021 to Friday, 30 July, 2021 (both days inclusive). All correspondence relating to change of address, e-mail ID, transfer / transmission of shares, issue of duplicate share certificates, bank mandates and all other matters relating to the shareholding in the company may be made to KFin Technologies Private Limited (KFin), the registrar and share transfer agent (RTA). The members holding shares in dematerialised form may send such communication to their respective depository participant/s (DPs).

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1. As an eco-friendly measure intending to benefit the environment and society at large, we request you to be a part of the e-initiative and register your 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 RTA. In compliance with the circulars, the notice of the AGM and annual report for FY 2021 are sent only through electronic mode to all those shareholders whose email addresses are registered with the RTA / DPs.
2. Members may note that the notice of the AGM and the annual report will also be available on the company's website, www.cholamandalam.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, the members may send requests to the company's e-mail id: [e-mail].
3. Members can avail the facility of nomination in respect of shares held by them in physical form pursuant to the provisions of section 72 of the Act. Members desiring to avail this facility may send their nomination in the prescribed form no. SH-13, duly filled in to the RTA. The prescribed form can be obtained from the RTA / DPs as well as downloaded from the company's website, www.cholamandalam.com.
4. The company has transferred the unclaimed or un-encashed dividends for financial years up to 2013 and unclaimed shares to the Investor Education and Protection Fund (IEPF) established by the Central Government. The company transfers the unclaimed or un-encashed dividend to IEPF after the expiry of seven years from the date of transfer to unpaid dividend account. Members who have a valid claim to any unclaimed dividends which are not yet transferred are advised to write to the company's RTA immediately. The dividend history, due dates for transfer to IEPF, and the details of unclaimed amounts lying with the company in respect of dividends declared since 2014 are available on the website of the company, www.cholamandalam.com. Also, pursuant to section 124(2) of the Act, the company has uploaded details of unpaid and unclaimed amounts lying with the company in respect of dividends declared up to financial year 2020, on the website of the company. It may be noted that a reminder has been sent for unclaimed / unpaid dividend in respect of those members having unclaimed dividends. Members attention is particularly drawn to the "General Shareholders Information" section of the annual report in respect of unclaimed / unpaid dividend.
5. SEBI has mandated the submission of the permanent account number (PAN) by every participant in the securities market. Members holding shares in electronic form, are therefore, requested to submit their PAN to their respective DPs. Members holding shares in physical form shall submit their details to RTA.
6. Members may note that in terms of the Income Tax Act, 1961, as amended by the Finance Act, 2020, dividend income will be taxable in the hands of shareholders w.e.f. 1 April, 2020 and the company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the company/ KFin (in case of shares held in physical mode) and depositories (in case of shares held in demat mode).
7. 1. A resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by uploading the documents on the link https://ris.kfintech.com/ form15/on or before 20 July, 2021. Shareholders are requested to note that in case their PAN is not registered, or his/her PAN is not linked with Aadhaar number within the due date notified by Central Government, the tax will be deducted at a higher rate of 20%.
   2. Non-residentshareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, and any other document which may be required to avail the tax treaty benefits by uploading the documents on the link https://ris.kfintech.com/form15/on or before 20 July, 2021.
   3. Dividend, if any, declared will be paid subject to deduction of income-tax at source (TDS) at applicable rates. In respect of resident individuals, if the dividend payment is in excess of ` 5,000 (collectively for all folios with the same PAN number) the TDS will be at the rate of 10%. For all other categories of shareholders, please refer to the TDS rates provided in the Income Tax Act/Rules and in addition may also refer to the company's website www.cholamandalam.com. Wherever, TDS is made, TDS certificates will be sent to the concerned shareholders through email or post, as the case may be.
   4. Shareholders who have not filed returns with Income Tax Authority for the financial years 2018-19 and 2019-20 before the due date and aggregate of TDS is ` 50,000 or more in each of these two years, the TDS will be at the rate of 20% for dividend paid on or after 1 July, 2021.
   5. The documents submitted in this regard, are subject to verification by the company and in case of ambiguity, the company reserves its right to deduct the TDS as per the provisions of the Income Tax Act, 1961.

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1. Pursuant to SEBI circular no.SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on "e-Voting facility provided by Listed Companies", e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.
2. Since shares of the company are traded on the stock exchanges compulsorily in demat mode, members holding shares in physical mode are advised to get their shares dematerialised. Effective 1 April, 2019, SEBI has disallowed listed companies from accepting request for transfer of securities which are held in physical form. The shareholders who continue to hold shares in physical form after this date, will not be able to lodge the shares with company / its RTA for further transfer. Shareholders shall mandatorily convert them to demat form if they wish to effect any transfer. Only the requests for transmission and transposition of securities in physical form, will be accepted by the company / RTA.
3. Members desirous of obtaining any information / clarification relating to the accounts may submit their query through KFin video conferencing platform as mentioned in the instructions annexed to this notice so as to enable the management to keep the information ready.
4. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under section 189 of the Act, will be available electronically for inspection by the members during the AGM. All documents referred to in the notice will also be available for electronic inspection by the members up to the date of AGM, i.e. July 30, 2021. Members seeking to inspect such documents can send an email to [e-mail].

	By Order of the board
Place : Chennai	P. Sujatha
Date : 5 July, 2021	Company Secretary

ANNEXURE TO THE NOTICE

1. EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Item No.7 - Appointment of Mr. Vellayan Subbiah as a director liable to retire by rotation:
   Pursuant to the provisions of section 161 of the Act and based on the recommendation of the nomination and remuneration committee, Mr. Vellayan Subbiah (holding DIN: 01138759) was appointed as an additional director of the company on 11 November, 2020 and holds office up to the date of this AGM. Details of his qualification, experience, expertise and the information pursuant to regulation 36(3) of Listing Regulations and Secretarial Standards on general meetings are disclosed herein as an annexure to this statement. In compliance with the provisions of section 152 of the Act and the Listing Regulations, the appointment of Mr. Vellayan is being placed before the members for their approval.
   Except Mr. Vellayan Subbiah, being the appointee, none of the directors or key managerial personnel of the company or their relatives is concerned or interested, financially or otherwise in the aforesaid resolution.
   Item No.8 - Appointment of Mr. M.A.M. Arunachalam as a director liable to retire by rotation:
   Pursuant to the provisions of section 161 of the Act and based on the recommendation of the nomination and remuneration committee, Mr. M.A.M. Arunachalam (holding DIN: 00202958) was appointed as an additional director of the company on 29 January, 2021 and holds office up to the date of this AGM. Details of his qualification, experience, expertise and the information pursuant to regulation 36(3) of Listing Regulations and Secretarial Standards on general meetings are disclosed herein as an annexure to this statement. In compliance with the provisions of section 152 of the Act and the Listing Regulations, the appointment of Mr. Arunachalam is being placed before the members for their approval.
   Except Mr. M.A.M. Arunachalam, being the appointee, none of the directors or key managerial personnel of the company or their relatives is concerned or interested, financially or otherwise in the aforesaid resolution.
   Item No.9 - Appointment of Mr. Anand Kumar as an independent director:
   Pursuant to the provisions of section 161 of the Companies Act, 2013 (the Act) and based on the recommendation of the nomination and remuneration committee, Mr. Anand Kumar (holding DIN: 00818724) was appointed as an additional director of the company effective 16 March, 2021 and holds office up to the date of this AGM. Details of his qualification, experience, expertise and the information pursuant to regulation 36(3) of Listing Regulations and Secretarial Standards on general meetings are disclosed herein as an annexure to this statement. Mr. Anand Kumar has given a declaration to the board that he meets the criteria of independence as provided under section 149 of the Act as well as under applicable provisions of the Listing Regulations. In the opinion of the board, Mr. Anand Kumar fulfills the conditions specified in the Act and rules made there under for appointment as an independent director (ID). Pursuant to the provisions of section

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