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AXIS FINANCE LIMITED Axis House, Ground Floor, Wadia International Centre Worli, Mumbai 400 025 Notice of Annual General Meeting NOTICE is hereby given that the 23 rd Annual General Meeting of the Members of Axis Finance Limited will be held on Tuesday, 10 th Day of July, 2018 at 09.00 a.m. at Axis House, 8th Floor, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai – 400 025, to transact the following businesses ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements for the year ended March 31, 2018 together with the Directors’ Report and Auditors’ Report thereon. 2. To confirm the payment of Interim Dividends and declare the same as Final Dividend. 3. To appoint a Director in place of Mr. Cyril Anand Madireddi (DIN: 07489389), who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint M/s. S.R. Batliboi & Co. LLP., Chartered Accountants, Mumbai (FRN 301003E) as the Statutory Auditors of the Company from the conclusion of this i.e. 23 rd Annual General Meeting until the conclusion of the 28th Annual General Meeting of the Company and authorize the Board to fix their remuneration: 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 Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, read with The Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactments) thereof for the time being in force) and the Rules, Circulars and Guidelines issued by the Reserve Bank of India from time to time and subject to approval from such other regulatory authorities, as may be applicable, M/s S. R. Batliboi & Co. LLP; Chartered Accountants (Firm Registration No. 301003E) be and are hereby appointed as Statutory Auditors of the

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AXIS FINANCE LIMITED

Axis House, Ground Floor, Wadia International Centre

Worli, Mumbai 400 025

Notice of Annual General Meeting

NOTICE is hereby given that the 23rd Annual General Meeting of the Members of Axis

Finance Limited will be held on Tuesday, 10th Day of July, 2018 at 09.00 a.m. at Axis House,

8th Floor, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai – 400 025,

to transact the following businesses

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements for the year ended

March 31, 2018 together with the Directors’ Report and Auditors’ Report thereon.

2. To confirm the payment of Interim Dividends and declare the same as Final Dividend.

3. To appoint a Director in place of Mr. Cyril Anand Madireddi (DIN: 07489389), who retires

by rotation and being eligible, offers himself for re-appointment.

4. To appoint M/s. S.R. Batliboi & Co. LLP., Chartered Accountants, Mumbai (FRN 301003E)

as the Statutory Auditors of the Company from the conclusion of this i.e. 23rd Annual

General Meeting until the conclusion of the 28th Annual General Meeting of the

Company and authorize the Board to fix their remuneration:

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 Section 139, 142 and other applicable

provisions, if any, of the Companies Act, 2013, read with The Companies (Audit and

Auditors) Rules, 2014 (including any statutory modification(s) or re-enactments) thereof

for the time being in force) and the Rules, Circulars and Guidelines issued by the Reserve

Bank of India from time to time and subject to approval from such other regulatory

authorities, as may be applicable, M/s S. R. Batliboi & Co. LLP; Chartered Accountants

(Firm Registration No. 301003E) be and are hereby appointed as Statutory Auditors of the

Company for a term of five years to hold office from the conclusion of this i.e 23rd Annual

General Meeting till the conclusion of the 28th Annual General Meeting to be held in the

calendar year 2023 and that the Board of Directors be and are hereby authorised to fix

the remuneration payable to them from time to time as recommended by the Audit

Committee.”

SPECIAL BUSINESS:

5. TO APPOINT MR. JAIRAM RAMAMURTHY SRIDHARAN AS DIRECTOR

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 Section 152, 160 and other applicable

provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and

Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-

enactment thereof for the time being in force), Mr. Jairam Ramamurthy Sridharan

(DIN: 05165390), who was appointed as the Additional Director of the Company by the

Board w.e.f. 13th October, 2017 pursuant to the provisions of Section 161 of the

Companies Act, 2013 and the Articles of Association of the Company and who holds

office up to the date of this Annual General Meeting and in respect of whom the

Company has received a notice in writing along with requisite deposit pursuant to

Section 160 of the Act, from a member proposing his candidature for the office of

Director, be and is hereby appointed as the Director of the Company, liable to retire by

rotation.”

“FURTHER RESOLVED THAT Mr. Bipin Kumar Saraf (DIN: 06416744) – Managing Director &

CEO, Mr. Kishore Babu Manda - COO, Mr. Rajneesh Kumar- Company Secretary and

Mr. Amith Iyer – CFO be and are hereby jointly and severally authorized to take all such

steps and approvals as may be required for making appointment of Mr. Jairam

Ramamurthy Sridharan (DIN: 05165390) as Director and to file necessary particulars/forms

with the Registrar of Companies, Maharashtra, Mumbai.”

6. TO REVISE THE BORROWING POWERS

To consider and if thought fit, to pass with or without modification(s), the following

resolution as a Special Resolution:

“RESOLVED THAT in supersession of Special Resolution passed at the 22nd Annual General

Meeting held on July 13, 2017 and pursuant to provisions of Section 180 (1)(c) and other

applicable provisions, if any, of the Companies Act, 2013 read with The Companies

(Meetings of Board and its Powers) Rules, 2014 (including any statutory modification(s) or

re-enactment thereof for the time being in force), the provisions of the Master Direction

for Non-Banking Financial Company issued by the RBI from time to time (including

maintenance of CRAR, as stipulated) and the relevant provisions of the Articles of

Association of the Company, consent of the members of the Company be and is hereby

accorded to the Board of Directors or Committee of the Board (hereinafter both the

Board of Directors and / or the Committee of the Board is referred to as the “Board”)to

borrow such sums of money by way of debt issuance of Tier II capital, perpetual bond,

Commercial Paper in the form of usance promissory note, non-convertible debentures

secured or unsecured, Bank Lines or otherwise from time to time as may be required for

the purpose of business of the Company, in excess of the aggregate of Paid up Capital of

the Company and its Free Reserves, that is to say, reserves not set apart for any specific

purpose and securities premium, subject to the condition that the amount of such

borrowing outstanding at any given point of time together with the money already

borrowed (apart from temporary loans obtained by the Company from its Bankers/ other

entities in ordinary course of business) shall not at any time exceed Rs. 15,000 Crores

(Rupees Fifteen Thousand Crores only).”

“FURTHER RESOLVED THAT Mr. Bipin Kumar Saraf (DIN: 06416744) – Managing Director &

CEO, Mr. Kishore Babu Manda - COO, Mr. Rajneesh Kumar- Company Secretary and

Mr. Amith Iyer – CFO be and are hereby jointly and/ or severally authorised to sign,

execute and deliver all the documents as may be necessary for the proper availing of the

said facility and as may be required by the banks/lender and further to furnish, sign,

execute and deliver such indemnities and/or declarations and/or affidavits on behalf of

the Company in favour of the Bank/lenders as may be required by the Bank/lenders in

any matter related hereto and generally to do all such acts and deeds as may be

necessary for the availing the said financial facility and for all matters connected

therewith and/or incidental thereto.

7. TO CREATE CHARGE, PROVIDE SECURITY ETC. OVER THE ASSETS OF THE COMPANYFOR

SECURING BORROWINGS

To consider and if thought fit, to pass with or without modification(s), the following

resolution as a Special Resolution:

"RESOLVED THAT in supersession of the resolution passed at the 22nd Annual General

Meeting of the Company held on July 13, 2017 and pursuant to provisions of Section

180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, read with

The Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory

modification(s) or re-enactment thereof for the time being in force), and the relevant

provisions of the Articles of Association of the Company, the consent of the members of

the Company be and is hereby accorded to the Board of Directors or Committee of the

Board (hereinafter both the Board of Directors and / or the Committee of the Board is

referred to as the “Board”) to provide/furnish security to bank(s)/lender(s)/financial

institution(s)/security trustee(s) for availing various credit/loan facility(ies) as may be

required, from time to time, for an amount not exceeding Rs. 15,000 Crores (Rupees

Fifteen Thousand Crores only) on both moveable and immoveable property(ies) of the

Company and to open and operate various accounts in this regard viz. current

account/CC accounts/ Line of Credit Accounts/ Loan Accounts Etc.”

“FURTHER RESOLVED THAT the securities to be created by the Company aforesaid may

rank exclusive/prior/pari passu/ subsequent with/to the hypothecation/mortgages and/or

charges already created or to be created by the company as may be agreed to

between the concerned parties.

“FURTHER RESOLVED THAT Mr. Bipin Kumar Saraf (DIN: 06416744) – Managing Director &

CEO, Mr. Kishore Babu Manda - COO, Mr. Rajneesh Kumar- Company Secretary and

Mr. Amith Iyer – CFO be and are hereby jointly and/ or severally authorised to sign,

execute and deliver such indemnities and/or declarations and/or affidavits on behalf of

the Company in favour of the Bank/lenders as may be required by the Bank/lenders in

any matter related hereto and generally to do all such acts and deeds as may be

necessary for the availing the said financial facility and for all matters connected

therewith and/or incidental thereto.”

“FURTHER RESOLVED THAT Mr. Bipin Kumar Saraf (DIN: 06416744) – MD & CEO, Mr. Kishore

Babu Manda - COO, Mr. Rajneesh Kumar- Company Secretary and Mr. Amith Iyer – CFO

be and are hereby severally authorised to act as the Constituted Attorney of the

Company to execute the deed or other instruments as may be required.”

8. TO ISSUE NON-CONVERTIBLE DEBENTURES ON A PRIVATE PLACEMENT BASIS

To consider and if thought fit, to pass with or without modification, the following Resolution

as a Special Resolution:

“RESOLVED THAT in supersession of the resolution passed at the 22nd Annual General

Meeting of the Company held on July 13, 2017 and pursuant to provisions of Section 42 of

the Companies Act, 2013, (“the Act”) read with Rule 14(2)(a)of the Companies

(Prospectus and Allotment of Securities) Rules, 2014 and other applicable provisions of the

Act and pursuant to Sections 39, 71, 179(3)(c), 180(1)(c) and in accordance with the

Memorandum and Articles of Association of the Company, Securities and Exchange

Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Debt Regulation), as

amended from time to time, and the circulars and clarifications issued by the Reserve

Bank of India (RBI) as applicable to the Non- Banking Financial Companies (‘NBFC’) from

time to time and such other laws and regulations as applicable, the consent of the

members of the Company be and is hereby accorded to the Board of Directors /

Committees of Board to raise funds for the purpose of business of the Company from time

to time by way of making offer or invitation for subscription of Redeemable Non-

Convertible Debentures (NCDs), Subordinated Debentures, Bonds or any other Debt

Securities (excluding Commercial paper) herein after to be referred as ‘Debentures’) up

to Rs. 5,000 crores (Rupees Five Thousand Crores only) of the face value as may be

permissible under the Act and RBI circulars issued on private placement basis in one or

more series/ tranches to such investors who is eligible to subscribe the Debentures as

prescribed under the Act or other applicable laws, rules and regulations with or without

Green Shoe Option, and on such other terms and conditions as may be decided by the

Board from time to time and that the said NCDs may or may not be listed on the Stock

exchanges”.

“FURTHER RESOLVED THATMr. Bipin Kumar Saraf(DIN: 06416744) – MD & CEO, Mr. Kishore

Babu Manda - COO, Mr. Rajneesh Kumar- Company Secretary and Mr. Amith Iyer – CFO,

jointly referred to as (the “Authorised Officers”), be and are hereby authorized severally to

approve and finalize, sign, execute and deliver documents and do all acts in relation to

the issue of Debentures including but not limited to following: (i) approve of and to

decide on the other terms and conditions applicable to the Debentures, and to vary any

of the above-specified terms; (ii) finalize the appointment of merchant banker(s) to

function as Lead Manager(s), Registrars, Debenture Trustees, Bankers to the Debenture

Issue and such other intermediaries as may be required to be appointed and term and

conditions of their appointment, succession and their agents; (iii) determine the date of

opening and closing of the Debenture Issue and the period for which the aforesaid issue

will remain open; (iv) finalize the date of allotment and the allotment of the Debentures to

the Subscriber; (v) execute, file and deliver all necessary documents, instruments including

private placement offering circulars/memorandum and do all acts necessary in relation

to issuance of the Debentures Issue, (vi) deal with the appropriate regulatory authorities in

connection with the Debenture Issue including but not limited to, Registrar of Companies,

Reserve Bank of India, Ministry of Corporate Affairs, (vii) negotiate, execute, file, amend,

supplement, issue and deliver all documents, instruments, papers, applications, notices in

relation to the issue of Debentures.”

“FURTHER RESOLVED THAT the Company do create such security, including security over its

investments, cash flows, fixed deposits and other moveable properties in favour of the

Debenture Trustee by way of execution of the debenture trust deed, deed of

hypothecation or such other documents, deeds, indentures or undertakings, as may be

required in this regard and Mr. Bipin Kumar Saraf (DIN: 06416744), Managing Director (MD)

& CEO of the Company be and is hereby authorized to severally negotiate, finalise,

approve and accept all terms and sign all such documents, deeds, undertakings,

indentures, etc.”

“FURTHER RESOLVED THAT the Board be and is hereby authorized to delegate (to the

extent permitted by the law) all or any of the powers herein conferred to any committee

of directors or any executive director or directors or any other officer or officers of the

Company to give effect to the aforesaid Resolution.”

“FURTHER RESOLVED THAT Mr. Bipin Kumar Saraf (DIN: 06416744) – Managing Director &

CEO, Mr. Kishore Babu Manda - COO, Mr. Rajneesh Kumar- Company Secretary and Mr.

Amith Iyer – CFO be and are hereby jointly and/ or severally authorised to do all such

acts, deeds and things and to sign all such documents and writings as may be

necessary, expedient and incidental thereto to give effect to this resolution and for

matter connected therewith or incidental thereto.”

9. TO CONSIDER AND APPROVE THE REVISED REMUNERATION PAYABLE TO MR. BIPIN KUMAR

SARAF AS MANAGING DIRECTOR AND CEO:

To consider and if thought fit, to pass with or without modification(s) the following

resolution as an Ordinary Resolution:

“RESOLVED THAT in supersession of the resolution passed at the 22nd Annual General

Meeting of the Company held on July 13, 2017 and in accordance with the

recommendation of Nomination and Remuneration Committee and pursuant to the

provisions of Sections 196, 197, 198, 201 and other applicable provisions, if any, of the

Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 (including rules, notifications, any statutory modification,

amendment or re-enactment thereof for the time being in force and as may be enacted

from time to time) read with Schedule V of the said act and such other approvals,

permissions and sanctions of such other authorities and/or agencies as may be required in

this regard and pursuant to the provisions of the Articles of Association of the Company,

consent of the Members be and is hereby accorded to the revised remuneration payable

to Mr. Bipin Kumar Saraf (DIN: 06416744), Managing Director & CEO of the Company

aggregating to Rs.1,37,50,000/- per annum (Rupees One Crore Thirty Seven Lacs Fifty

Thousand Only) as a fixed pay w.e.f. April 01, 2018, for his remaining tenure.”

“FURTHER RESOLVED THAT as recommended by the Nomination and Remuneration

Committee, Annual variable pay of an amount of Rs. 68,75,000/‐ (Rupees Sixty Eight

Lacs Seventy Five Thousand Only) paid to MD & CEO for the FY 2017-18 be and is hereby

approved.”

“FURTHER RESOLVED THAT all other terms and conditions of employment of Managing

Director & CEO shall remain unchanged.”

“FURTHER RESOLVED THAT subject to the approvals of the concerned authorities, if any, the

terms and conditions of the aforesaid remuneration payable to the said Managing

Director & CEO be varied/altered/revised in such manner as may be deemed fit from

time to time.”

“FURTHER RESOLVED THAT where in any Financial Year during the tenure of the said

Managing Director & CEO, the Company has no profits or profits are inadequate, the

aforesaid remuneration or remuneration as may be approved by the Board of Directors of

the Company from time to time shall be paid as minimum remuneration.”

“FURTHER RESOLVED THAT any of the Directors and the Company Secretary of the

Company be and are hereby severally authorized to do all such acts, deeds, matters and

things, as they may in their absolute discretion deem necessary, proper or desirable and

settle any question, difficulty or doubt that may arise in the said regard.”

By Order of the Board of Directors

SD/-

_

Date: 14th June, 2018 Rajneesh Kumar

Place: Mumbai Company Secretary

(A31230)

Regd. Office: Axis House, Ground Floor,

Wadia International Centre

Worli, Mumbai 400 025

NOTES:

1. The relevant Explanatory Statements pursuant to sec. 102(1) of the Companies Act, 2013

in respect of the Special Business under item nos. 5 to 9 as set out above and proposed

to be transacted at the Annual General Meeting is annexed hereto.

2. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote

instead of himself and the proxy need not be a member of the company. The instrument

appointing a proxy, should however be deposited at the registered office of the

company, not less than 48 hours before the commencement of the meeting.

3. Corporate members intending to send their authorised representatives to attend the

Meeting are requested to send to the Company a certified true copy of the Board

Resolution/ Corporate Authorization authorizing their representative to attend and vote

on their behalf at the Meeting.

4. All documents referred to in the accompanying notice are open for inspection at the

Registered Office of the Company on all working days, except Saturdays between 11.00

a.m. & 1.00 p.m.

5. Members/proxies should bring the attendance slip duly filled in for attending the

Meeting.

6. Members who hold shares in the dematerialized form are requested to write their DP ID

and Client ID and those holding shares in physical form are requested to write their folio

number in the attendance slip and hand it over at the entrance of the meeting hall.

7. In case of joint holders attending the Meeting, only such joint holder who is higher in the

order of names will be entitled to vote.

8. The Notice of General Meeting will also be displayed on the website www.axisfinance.in

of the Company and the other requirements as applicable will be duly complied with.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.5

Mr. Jairam Ramamurthy Sridharan (DIN: 05165390) was appointed as an Additional

(Professional and Non-Executive) Director of the Company with effect from 13th October,

2017 by the Board of Directors. In terms of Section 161(1) of the Companies Act, 2013.

Mr. Jairam Ramamurthy Sridharan holds office upto the date of this Annual General

Meeting and is eligible for the appointment as a Director. The Company has received a

notice from a member in writing alongwith requisite deposit under section 160 of the Act,

proposing his candidature for the office of Director.

Mr. Sridharan has done Bachelor of Technology in Chemical Engineering from IIT Delhi and

Post Graduate Diploma in Management from IIM Calcutta. He has worked as a Group

Executive and Chief Financial Officer at Axis Bank Limited and has handled finance,

strategy and business intelligence functions.

Mr Sridharan has nearly two decades of experience in the Banking & Financial Service

Industry.

Accordingly, the Board recommends passing of Ordinary Resolution as set out in item no. 5

of the Notice i.e. appointment of Mr. Jairam Ramamurthy Sridharan as a Professional Non

Executive Director liable to retire by rotation.

Except Mr. Jairam Ramamurthy Sridharan, being an appointee, none of the Directors and

Key Managerial Personnel of the Company and their relatives is financially or otherwise,

concerned or interestedin the Resolution as set out in item no. 5.

Item No.6 & 7

As per Section 180(1)(c) of the Companies Act, 2013 (the Act), the Board of Directors of a

company cannot, except with the consent of the company in general meeting by a special

Resolution, borrow monies, apart from temporary loans obtained from the company’s

bankers in the ordinary course of business, in excess of the aggregate of the paid up capital

and free reserves of the company.

At the 22nd AGM held on 13.07.2017, the Members had authorized the Board to borrow

money not exceeding Rs. 18,200 crores. However, as per the Supervisory observations and in

terms of the prudential norms laid down by the Reserve Bank of India, a need was being felt

to align the overall borrowing limits with the funding requirements of the Company. Hence,

consent of the Members is sought by way of a Special Resolution in accordance with the

provisions of Section 180(1)(c) of the Act to enable the Board to borrow monies provided that

the total amount so borrowed by the Board shall not at any time exceed Rs. 15,000 crores.

The special Resolution under Item No. 6 is to obtain the consent of the Members for this

purpose.

The proposed borrowings of the Company may, if necessary, be secured by way of

charge/mortgage/hypothecation on the Company’s assets in favour of the lenders/holders

of securities/trustees for the holders of the said securities as mentioned in the Resolution at

Item No. 7. As the documents to be executed between the lenders/security holders/ trustees

for the holders of the said securities and the Company may contain provisions to take over

substantial assets of the Company in certain events, it is necessary to pass a special resolution

under Section 180(1)(a) of the Act for creation of charges/mortgages/hypothecations for an

amount not exceeding Rs.15,000 crores.

None of the Directors or Key Managerial Personnel of the Company including their relatives is,

financially or otherwise, concerned or interested in the Resolution at Item No. 6 and 7.

The Board recommends passing of the Resolutions at Item No. 6 and 7 of the Notice as a

Special Resolution.

Item No.8

The Company proposes to issue Non-Convertible Debentures (NCDs) for an aggregate

amount not exceeding Rs. 5,000 crores in one or more tranches on private placement basis

for its operations. The NCDs may be secured by a mortgage/charge on the movable and/or

immovable properties, present and future of the Company as may be decided by the Board

of Directors. These NCDs may be offered for subscription to one or more banks/financial

institutions, mutual funds, other investing agencies etc. upon the terms and condition as may

be decided by the Board in its absolute discretion.

In terms of the provisions of the Companies (Prospectus and Allotment of Securities) Rules,

2014, a company can make offer or invitation for non-convertible debentures on private

placement basis provided that the member of the company accords prior approval by way

of a Special Resolution only once in a year for all the offers or invitation for such debentures

during the year.

Therefore, a Special Resolution is required to be passed to facilitate the Company to issue

NCDs in one or more tranches. The approval of Members for issuance of NCDs up to Rs. 5,000

crores will be valid for a period of one year from the date of passing of this Special Resolution

and will be considered as a fresh approval and will supersede the earlier approval obtained

at the 22nd AGM held on July 13, 2017 for issue of NCDs up to Rs. 2800 crores.

None of the Directors or Key Managerial Personnel of the Company including their relatives is,

financially or otherwise, concerned or interested in the Resolution at Item No. 8.

The Board recommends passing of the Resolution at Item No. 8 of the Notice as a Special

Resolution.

Item No. 9

Mr. Bipin Kumar Saraf was re-appointed as Managing Director of the Company for a period of

3 years w.e.f 16.04.2016. Further his Appointment was approved by the Members at the 21st

AGM held on 29.07.2016.

Further, the operations of the Company have witnessed significant increase in the past few

years. The same is expected to further increase in the coming years. Considering the

contribution of Mr. Bipin Kumar Saraf, Managing Director and CEO of the Company and the

recommendations made by the Nomination & Remuneration Committee, the Board of

Directors had approved the revision in remuneration payable to Mr. Bipin Saraf, Managing

Director and CEO of the Company for the remaining period of his tenure w.e.f. 01.04.2018 on

the terms and conditions as enumerated in the resolution.

Pursuant to the Provisions of Section 196 of the Companies Act, 2013 the terms and conditions

of revision in Remuneration of Mr. Bipin Saraf as the Managing Director & CEO as decided by

the Board is required to be approved by the Members at their Meeting.

It is further submitted that based on the projections, the overall managerial remuneration will

be within the limits specified in Sec. 197 of the Companies Act, 2013. The Members are

requested to consider and approve the revision in remuneration payable to Mr. Bipin Saraf as

Managing Director and CEO of the Company.

Your Directors recommend approval of revision in remuneration payable to Mr. Bipin Saraf in

the best interest of the Company. Thus, pursuant to the provisions of Section 197 of the Act,

approval of the members of the Company is being sought by way of an Ordinary Resolution.

Except Mr. Bipin Saraf, none of the directors, key managerial personnel of your Company and

their relatives is considered to be concerned or interested financially or otherwise, in the

proposed resolution.

The Board of Directors recommend the passing of the Resolution at Item No. 9 of the Notice

as an Ordinary Resolution.

By Order of the Board of Directors

For Axis Finance Limited

SD/-

Date: 14th June, 2018 Rajneesh Kumar

Place: Mumbai Company Secretary

(A31230)

Regd. Office: Axis House, Ground Floor,

Wadia International Centre

Worli, Mumbai 400 025

Axis Finance Limited

Regd. Office: Axis House, Ground Floor,

Wadia International Centre

Worli, Mumbai 400 025

FORM No. MGT-11

PROXY FORM

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

(Management and Administration) Rules, 2014]

CIN : U65921MH1995PLC212675

Name of the Company Axis Finance Limited

Registered Office : Axis House, Ground Floor, Wadia International Centre, Worli,

Mumbai 400 025

Phone No.: _________ Fax No.: ___________

Email address: ____________________ Website: ______________

Name of the member (s) :

Registered address :

E-mail Id :

Folio No. / Client Id : DP ID :

I/We, being the member (s) of .............................................. shares of the above named

company, hereby appoint

1. Name

Address

E-mail Id or failing him

Signature

2. Name

Address

E-mail Id or failing him

Signature

3. Name

Address

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

23rd Annual General Meeting of the Company, to be held on the 10th day of July, 2018 at

09.00 a.m at Axis House, 8th Floor, Wadia International Centre, Pandurang Budhkar Marg,

Worli, Mumbai – 400 025 and at any adjournment thereof in respect of such resolutions as are

indicated below:

Resolution

No.

Particulars of the Resolution

Ordinary Business

1. To receive, consider and adopt the audited Financial Statements for the

year ended March 31, 2018 together with the Directors’ Report and

Auditors’ Report thereon.

2. To confirm the payment of Interim Dividend and declare the same as Final

Dividend.

3. To appoint a Director in place of Mr. Cyril Anand Madireddi (DIN: 07489389),

who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint M/s. S.R. Batliboi & Co. LLP., Chartered Accountants, Mumbai

(FRN 301003E) as the Statutory Auditors of the Company.

Special Business

5. To Appoint Mr. Jairam Ramamurthy Sridharan as Director

6. To Revise The Borrowing Powers

7. To create Charge, provide security etc. over the assets of the Company to

secure the borrowings

8. To issue non-convertible debentures on a private placement basis

9. To consider and approve the revised remuneration payable to Mr. Bipin

Saraf as Managing Director and CEO

Signed this ________day of ___________ 2018

Signature of Shareholder : _______________________________

Signature of Proxy holders(s) : ____________________________

Notes: The form should be signed across the Stamp.

Note: 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.

Revenue

Stamp

Axis Finance Limited

Regd. Office: Axis House, Ground Floor,

Wadia International Centre,

Worli, Mumbai 400 025

Tel No. ___________, Fax No. __________

E-mail ID - _____________ , Website - _____________

ATTENDANCE SLIP

I/We hereby record my/our presence at the 23rd Annual General Meeting of Axis Finance

Limited held on 10th day of July, 2018 at 09.00 a.m. at Axis House, 8th Floor, Wadia

International Centre, Pandurang Budhkar Marg, Worli, Mumbai – 400 025.

Name of the Shareholder :

Registered Address of the Shareholder :

Ledger Folio No./CL ID/DP ID No. :

No. of Shares Held :

Name of the Proxy/Representative, if any :

Signature of the Member (s) or Proxy :

Signature of the Representative :

NOTE: Please complete and sign this attendance slip and handover at the entrance of the

meeting hall. Only member(s) or his/her/their proxy with this attendance slip will be allowed

entry to the meeting.

Route Map: