MANAPPURAM FINANCE LIMITED
Regd. Office: IV/470A(old) W638A(new)
Manappuram House, Valapad P.O, Thrissur - 680 567, Kerala, India
Ph: (0487) 3050413, 3050417, Fax No. (0487) 2399298
CIN: L65910KL1992PLC006623
Email: cosecretary@manappuram.com, Website: www.manappuram.com
Notice
Notice is hereby given that the 30th Annual General Meeting (AGM) of the shareholders of Manappuram Finance Limited ("the Company") will be held on August 25, 2022, Thursday at
11.00 A.M. IST at Latha Convention Centre (formerly known as Anugraha Auditorium), Valapad, Thrissur, Kerala - 680 567 to transact the following business:
ORDINARY BUSINESS:
- To receive, consider and adopt the Audited Financial Statements including Consolidated Financial Statements of the Company for the financial year ended March 31, 2022 and the reports of the Board of Directors and the Auditors thereon.
- To appoint a director in place of Mr. Gautam Ravi Narayan (DIN: 02971674), who retires by rotation, and being eligible, offers himself for re-appointment.
SPECIAL BUSINESS:
3. Re-appointment of Mr. V.P. Nandakumar (DIN: 00044512) as Managing Director and Chief Executive Officer of the Company
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any statutory amendments made thereto, the consent and approval of Shareholders of the Company be and is hereby accorded for the re-appointment of Mr. V P Nandakumar (DIN: 00044512) as Managing Director and Chief Executive Officer of the Company with effect from July 28, 2022 up to March 31, 2024 and that the revision of remuneration by way of increment and variation in the terms of appointment shall take effect with effect from April 01, 2022 as set out below:
Salary & Allowances: ` 7,50,00,000/- (Rupees Seven Crore Fifty Lakh Only) per annum as Salary and ` 1,50,00,000/- (Rupees One Crore Fifty Lakh Only) per annum towards allowances.
Commission/ variable pay: Not exceeding 1% of net profits of the Company calculated as per the provisions of Section 198 of the Companies Act, 2013. The quantum of commission to be determined by the Board of Directors subject to the norms framed by the Board from time to time.
Retirement Benefits/ Perquisites:
Contribution to Provident Fund: @ 12% of the monthly salary and allowances as above.
Contribution to Pension Fund, Superannuation Fund, Gratuity Fund, Encashment of leave at the end of the tenure of appointment as per the rules of the Company (These shall not be included in the computation of remuneration or ceiling on the perquisites).
Medical Reimbursement Expenses: For self and family including premium payable for medical insurance.
Personal Accident Insurance: As per the rules of the Company.
Leave Travel Concession: For self and family, thrice in a year as per the rules of the Company.
Fee for clubs: Subject to maximum of two clubs excluding admission and life membership fees.
Others:
- Provision of chauffeur driven car for official purposes and telephone including internet at residence.
- Such other allowances, perquisites, benefits and amenities as may be provided by the Company to the top management from time to time.
- Accompanying spouse or any other person for the business trips both domestic and abroad.
For the purposes of calculating the ceiling on remuneration, perquisites shall be evaluated as per Income Tax Rules wherever applicable and in the absence of any such Rule, the same shall be evaluated at actual cost.
2
The above said remuneration and perquisites shall be | Details of Unclaimed Dividend for the last Seven Years: | ||||
subject to the ceiling laid down in Sections 197, 198 and all | |||||
Financial | Date of Declaration | Last date for claiming | |||
other applicable provisions of the Act, as may be amended | |||||
Year | of Dividend | unpaid dividend | |||
from time to time. | |||||
2015 | May 14, 2015 | Jun 21, 2022 | |||
"RESOLVED FURTHER THAT the Board of Directors of the | 2016 | Aug 14, 2015 | Sep 21, 2022 | ||
Company (including any Committee of Directors) be and is | 2016 | Nov 05, 2015 | Dec 12, 2022 | ||
hereby authorized to vary and/ or revise the remuneration | |||||
2016 | Feb 12, 2016 | Mar 19, 2023 | |||
of Mr. V P Nandakumar (DIN: 00044512) as Managing | |||||
2016 | Mar 11, 2016 | Apr 18, 2023 | |||
Director and Chief Executive Officer within the overall limits | |||||
2017 | Aug 09, 2016 | Sep 16, 2023 | |||
under the Act subject to such other approval that may be | |||||
2017 | Nov 10, 2016 | Dec 17, 2023 | |||
necessary and to do all such acts, deeds and things and | |||||
2017 | Feb 08, 2017 | Mar 15, 2024 | |||
execute all such documents, instruments and writings as | |||||
may be required and to delegate all or any of its powers | 2018 | May 25, 2017 | Jul 02, 2024 | ||
herein conferred to any Committee of Directors to give | 2018 | Aug 10, 2017 | Sep 17, 2024 | ||
effect to the aforesaid Resolution." | |||||
2018 | Nov 07, 2017 | Dec 14, 2024 | |||
"RESOLVED FURTHER THAT the Board of Directors and | 2018 | Feb 08, 2018 | Mar 15, 2025 | ||
2019 | May 18, 2018 | Jun 25, 2025 | |||
Company Secretary of the Company be and are hereby | |||||
2019 | Aug 09, 2018 | Sep 16, 2025 | |||
severally authorised to do all acts and take all such steps | |||||
as may be necessary, proper or expedient to give effect to | 2019 | Nov 06, 2018 | Dec 13, 2025 | ||
this resolution." | 2019 | Feb 06, 2019 | Mar 13, 2026 | ||
By order of the Board of Directors | 2020 | May 15, 2019 | Jun 22, 2026 | ||
2020 | Aug 13, 2019 | Sep 20, 2026 | |||
2020 | Nov 06, 2019 | Dec 13, 2026 | |||
Sd/- | |||||
2020 | Jan 28, 2020 | Mar 07, 2027 | |||
Place: Valapad, Thrissur | Manojkumar V R | ||||
2020 | Feb 27, 2020 | Apr 03, 2027 | |||
Date: July 05, 2022 | Company Secretary | ||||
2021 | June 07, 2021 | Jul 14, 2028 | |||
2021 | Aug 23, 2021 | Sep 30, 2028 | |||
2021 | Nov 13, 2021 | Dec 20, 2028 | |||
NOTES: | 2021 | Feb 14, 2022 | Mar 21, 2029 | ||
As per Section 124 of the Companies Act, 2013 read with | |||||
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM | |||||
IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE | IEPF Rules, 2016, the Company has to transfer not only the | ||||
INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED | unclaimed dividends but also the equity shares in respect of | ||||
NOT BE A MEMBER OF THE COMPANY. PROXY FORM | which dividends are not claimed for the seven consecutive | ||||
DULY COMPLETED MUST BE SENT SO AS TO REACH THE | years by any shareholder, to the IEPF Demat A/c as may be | ||||
REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 | identified by the IEPF Authority. For more details, please see | ||||
HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A | the link https://www.manappuram.com/investors/transfer- | ||||
BLANK PROXY FORM IS ENCLOSED. | of-shares-to-iepf.html | ||||
1. Statement of material facts pursuant to Section 102(1) of | Shareholders who have not encashed the dividend | ||||
the Companies Act, 2013 in respect of item No.3 is annexed | |||||
warrants/ cheques so far for the above years are requested | |||||
hereto and forms part of this notice. | |||||
to make their claim to the Company/RTA immediately. | |||||
2. Pursuant to the provisions of Section 124 of the Companies | 3. | A person can act as proxy on behalf of members up to and | |||
Act, 2013, dividends from the | financial year ended | ||||
not exceeding fifty and holding in the aggregate not more | |||||
March 31, 2015 which remains unclaimed for a period | |||||
than ten percent of the total share capital of the Company | |||||
of seven years will be transferred on the due dates as | |||||
carrying voting rights. Further, a member holding more | |||||
mentioned below to the Investor Education and Protection | |||||
Fund of the Central Government. Dividends relating to | than ten percent of the total share capital of the Company | ||||
subsequent financial years would also be transferred to | carrying voting rights may appoint a single person as proxy | ||||
said account on the expiry of seven years after transfer of | and such person shall not act as proxy for any other person | ||||
the same to unpaid dividend account as detailed below: | or member. |
Notice 3
- Members / proxies should bring the duly filled attendance slip enclosed to this notice along with a valid photo identity proof such as the PAN Card, Passport, Aadhar Card or Driving License to attend the Meeting.
- Corporate members are requested to send a duly certified copy of the Board Resolution authorizing their representative(s) to attend and vote on their behalf in the meeting.
- Members are requested to: (a) intimate changes, if any, in the registered addresses to the Company/ Registrar and Share Transfer Agent ('RTA') in case of shares held in physical form and to their respective Depository Participant (DP) for the shares held in dematerialized form, (b) quote ledger folio number in all their correspondence, (c) bring their copies of the Annual Report and the duly filled Attendance Slip with them at the Annual General Meeting ("AGM").
- Members holding shares in dematerialized form are requested to write their client ID and DP ID Numbers in attendance slip and in all their correspondence with the Company. Those who hold shares in physical form are requested to write their folio number in the attendance slip.
- Members holding shares in physical form are requested to approach a Depository Participant for dematerializing the shares so that the shareholding particulars can be electronically kept and the loss of certificate, etc. can be avoided. Furthermore, SEBI (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018 notified on June 08, 2018 states that w.e.f. December 05, 2018, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository.
- Members may kindly update regularly the changes in bank account with the following information in your DP account for the shares held in dematerialized form and with RTA in case of shares held in physical form;
- Bank account Number in full
- MICR code,
- IFS code,
- Full name of the Bank and address of the branch,
- email address.
The correct and complete particulars will help us in serving you better by timely credit of your future dividends immediately on payment by means of electronic credit.
10. Members who would like to ask questions on Accounts are requested to send their questions to the Registered Office of the Company at least 10 days before the date of Annual General Meeting to enable the Company to prepare suitable replies to such questions.
- Electronic copy of the Annual Report for the FY 2021-22 and Notice of the 30th AGM of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/ Depository Participant (s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report for the FY 2021-22 and Notice of the 30th AGM of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.
- Members may also note that the notice of the 30th AGM and the Annual Report for the FY 2021-22 will be available on the Company's website, www.manappuram.comand websites of Stock Exchanges (NSE & BSE). Members who require physical copy of the same, may write to us at: cosecretary@manappuram.com.
- In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (LODR) Regulations, 2015, the Company is pleased to offer the facility of voting through electronic means, to all its Members to enable them to cast their votes electronically. Members who have not voted through electronic means or members who have no access to electronic voting can vote at the AGM, electronically. The cut-off date for recognizing voting rights of members to vote by electronic means (remote e-voting) as wellas at theAnnual General Meeting is August 18, 2022 in terms of Companies (Management and Administration) Amendment Rules, 2015 ('cut-off date').
- The facility for voting electronically, will also be made available at the AGM and the members who have not already cast their votes by remote e-voting shall be able to exercise their right at the AGM through electronic voting system using DP ID or PAN or Folio No. as user ID and onetime password which will be shared with Members upon their registration at the AGM. Members who already cast their votes by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their votes again.
- Any person who acquires shares of the Company and becomes its member after the dispatch of the notice for the annual general meeting and continues to hold the shares of the Company as on the cut-off date may obtain login id and password by sending a request at info@skdc-consultants. com or helpdesk.evoting@cdslindia.com.
- The voting rights of the Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date.
- The Company has appointed CS Suresh M V, FCS, Senior Partner, SMS & Co, Company Secretaries LLP to act as the Scrutinizer for conducting the electronic voting process in a fair and transparent manner.
4
- At the AGM, prior to/ at the end of the discussion on the resolutions on which voting is to be held, the Chairman shall, with the assistance of the Scrutinizer, order electronic voting system for all those members who are present but have not cast their votes electronically using the remote e-voting facility.
- The Scrutinizer shall, after the conclusion of electronic voting at the AGM, count the votes cast at the AGM and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizer's Report of the total votes cast in favour of or against, if any, not later than two days after the conclusion of the AGM to the Chairman/ Managing Director of the Company. The Chairman / Managing Director, or any other person authorised by the Chairman/ Managing Director, shall declare the result of the voting forthwith.
- The result, along with the Scrutinizer's Report, will be placed on the Company's website, www.manappuram.comand on the website of Central Depository Services (India) Limited ('CDSL') immediately after the result is declared by the Chairman or any other person authorised by the Chairman, and the same shall be communicated to BSE & NSE.
- A brief profile of the Director(s) who is/ are appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, shareholding in the Company and inter-se relationship between directors or key managerial personnel as required under Regulation 36 of the SEBI (LODR) Regulations, 2015 are furnished and forms part of the notice.
- The Company has engaged the services of CDSL as the authorised agency to provide the remote e-voting and venue electronic voting facilities. The procedure and instructions for voting through electronic (remote e-voting) means are, as follows:
THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:
Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
- The voting period begins on August 22, 2022 at 09.00 A.M. (IST) and ends on August 24, 2022 at 05.00 P.M. During this period shareholders of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of August 18, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
- Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
-
Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 09, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-votingfacility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutionalshareholders/ retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-votingto all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-votingprocess.
Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode. - In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on e-Votingfacility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Votingfacility.
Notice 5
Pursuant to abovesaid SEBI Circular, Login method for e-Votingfor Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
Type of shareholders | Login Method |
Individual Shareholders holding | 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user |
securities in Demat mode with | id and password. Option will be made available to reach e-Voting page without any further |
CDSL Depository | authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/ |
myeasi/home/login or visit www.cdslindia.comand click on Login icon and select New | |
System Myeasi. | |
2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible | |
companies where the evoting is in progress as per the information provided by company. | |
On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting | |
service provider for casting your vote during the remote e-Voting period. Additionally, | |
there is also links provided to access the system of all e-Voting Service Providers i.e. | |
CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers' | |
website directly. | |
3) If the user is not registered for Easi/Easiest, option to register is available at https://web. | |
cdslindia.com/myeasi/Registration/EasiRegistration | |
4) Alternatively, the user can directly access e-Voting page by providing Demat Account | |
Number and PAN No. from a e-Voting link available on www.cdslindia.comhome page or | |
click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate | |
the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. | |
After successful authentication, user will be able to see the e-Voting option where | |
the evoting is in progress and also able to directly access the system of all e-Voting | |
Service Providers. | |
Individual Shareholders holding | 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of |
securities in demat mode with | NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either |
NSDL Depository | on a Personal Computer or on a mobile. Once the home page of e-Services is launched, |
click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. | |
A new screen will open. You will have to enter your User ID and Password. After successful | |
authentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under | |
e-Voting services and you will be able to see e-Voting page. Click on company name or | |
e-Voting service provider name and you will be re-directed to e-Voting service provider | |
website for casting your vote during the remote e-Voting period. | |
2) If the user is not registered for IDeAS e-Services, option to register is available at https:// | |
eservices.nsdl.com. Select "Register Online for IDeAS "Portal or click at https://eservices. | |
nsdl.com/SecureWeb/IdeasDirectReg.jsp | |
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// | |
www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home | |
page of e-Voting system is launched, click on the icon "Login" which is available under | |
'Shareholder/Member' section. A new screen will open. You will have to enter your User | |
ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and | |
a Verification Code as shown on the screen. After successful authentication, you will be | |
redirected to NSDL Depository site wherein you can see e-Voting page. Click on company | |
name or e-Voting service provider name and you will be redirected to e-Voting service | |
provider website for casting your vote during the remote e-Voting period. | |
Individual Shareholders (holding | You can also login using the login credentials of your demat account through your Depository |
securities in demat mode) | Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will |
login through their Depository | be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to |
Participants (DP) | NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting |
feature. Click on company name or e-Voting service provider name and you will be redirected | |
to e-Voting service provider website for casting your vote during the remote e-Voting period. | |