Notice Of AGM – 2017

NOTICE IS HEREBY GIVEN THAT THE 8TH ANNUAL GENERAL MEETING OF HOME FIRST FINANCE COMPANY INDIA PRIVATE LIMITED WILL BE HELD AT A SHORTER NOTICE ON THURSDAY, 7TH SEPTEMBER,2017 AT 12.30 P.M. AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT 511, ACME PLAZA, ANDHERI KURLA ROAD, ANDHERI EAST, MUMBAI –  400059, MAHARASHTRA TO TRANSACT THE FOLLOWING BUSINESS:

Ordinary Business:

Adoption of the Financial Statements

1. To receive, consider and adopt the audited Balance sheet, Statement of Profit and Loss and Cash Flow Statement along with Directors’ Report and Auditors report for the financial year ended 31st March 2017.

Ratification of Appointment of Auditor for FY 2017-18

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

RESOLVED THAT pursuant to Sections 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (“the Act”), (including any statutory modification or re-enactment thereof, for the time being in force), the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants, having ICAI registration number (FRN: 001076N/N500013), as Statutory Auditors of the Company be and is hereby ratified for the financial year 2017-18 and the Board of Directors be and are hereby authorized to fix the remuneration in consultation with the auditors.“

Special Business:

Approval of offer or invitation to subscribe to Non-Convertible Debentures on private placement

3. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 42, 71 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and subject to the approval /consent of such appropriate authorities, as may be required, under any statute for time being in force, the approval of the members be and is hereby accorded to authorize the Board of Directors of the Company to make offer(s) or invitation(s) to subscribe for redeemable non-convertible debentures on private placement for an amount aggregating up to Rs.100 Crores (Rupees One Hundred Crores), whether listed/unlisted, secured / unsecured or otherwise, in one or more series / tranches to financial institution(s)/bank(s)/mutual fund(s)/body corporate(s) / company(ies)/any other entities/persons and on such terms and conditions as the Board of Directors of the Company may, from time to time, determine and consider proper and most beneficial to the Company including timing/s of the issue of the said Debentures be issued, the consideration for  the issue, coupon /interest, utilization of the issue proceeds and all matters connected with or incidental thereto and that this resolution shall be effective and valid till one year from the date of passing this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things as may be required to approve the execution of all such documents, instruments and writings as may be necessary in connection with the foregoing and to delegate all or any of its powers hereby conferred to a Committee constituted by the Board or to any of the officials or employees of the Company from time to time with power to the said Committee to further delegate its powers to any of its members or to any officials or employees of the Company.”

Borrowing Powers

4. 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 all the earlier resolutions passed by the Members of the Company and pursuant to the 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, and the Articles of Association of the Company, consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board), to borrow any sum or sums of money from time to time at its discretion, for the purpose of the business of the Company, from any one or more Banks, Financial Institutions and other Persons, Firms, Bodies Corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) may, at any time, exceed the aggregate of the paid-up share capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose), subject to such aggregate borrowings not exceeding the amount which is 2,000 crores (Rupees Two Thousand Crores only) over and above the aggregate of the then paid-up share capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose) and that the Board be and is hereby empowered and authorized to arrange or fix the terms and conditions of all such monies to be borrowed from time to time as to interest, repayment, security or otherwise as it may, in its absolute discretion, think fit.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board or the KMP’s be and are hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper, or desirable and to settle any question, difficulty, doubt that may arise in respect of the borrowing(s) aforesaid and further to do all such acts, deeds and things and to execute all documents and writings as may be necessary, proper, desirable or expedient to give effect to this resolution.”

Charge of Assets

5. 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 earlier resolutions passed by the Members of the Company and pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) 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 Articles of Association of the Company, consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board) for creation of charge / mortgage / pledge / hypothecation / security in addition to existing charge / mortgage / pledge / hypothecation / security, in such form and manner and with such ranking and at such time and on such terms as the Board may determine, on all or any of the moveable and / or immovable properties, tangible or intangible assets of the Company, both present and future and / or the whole or any part of the undertaking(s) of the Company, as the case may be in favour of the Lender(s), Agent(s) and Trustee(s), for securing the borrowings availed / to be availed by the Company by way of loan(s) (in foreign currency and / or rupee currency) and securities (comprising fully / partly convertible debentures and / or nonconvertible debentures with or without detachable or non – detachable warrants and / or secured premium notes and / or floating rate notes / bonds or other debt instruments), issued / to be issued by the Company including deferred sales tax loans availed / to be availed by various Units of the Company, from time to time, subject to the limits approved under Section 180(1)(c) of the Act together with interest at the respective agreed rates, additional interest, compound interest in case of default, accumulated interest, liquidated damages, commitment charges, premia on prepayment, remuneration of the Agent(s) / Trustee(s), premium (if any) on redemption, all other costs, charges and expenses, including any increase as a result of devaluation / revaluation / fluctuation in the rates of exchange and all other monies payable by the Company in terms of the loan agreement(s), debenture trust deed(s) or any other document, entered into / to be entered into between the Company and the Lender(s) / Agent(s) / Trustee(s) / State Government(s) / Agency(ies) representing various state government and / or other agencies etc. in respect of the said loans / borrowings / debentures / securities/ deferred sales tax loans and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board and the Lender(s) / Agent(s) / Trustee(s) / State Government(s) / Agency(ies), etc.

RESOLVED FURTHER THAT the securities to be created by the Company as aforesaid may rank prior / pari passu / subservient with / to the mortgages and /or charges already created or to be created in future by the Company or in such other manner and ranking as may be thought expedient by the Board and as may be agreed to between the concerned parties.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to finalise, settle, and execute such documents / deeds / writings / papers / agreements as may be required and to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard to creating mortgages / charges as aforesaid.”

By order of the Board of Directors,

For Home First Finance Company India Private Limited

Manoj Viswanathan                                                                             Place: Mumbai
Director & CEO                                                                                      Date:  September 6, 2017
DIN: 01741612

Notes:

  1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.
  2. The Explanatory Statement for the proposed Special Business pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”) setting out material facts is annexed hereto.
  3. In pursuance to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014, Proxies in Form MGT-11, in order to be valid and effective, should be duly stamped, completed, signed and deposited at the Registered Office of the Company not less than 48 hours before the date of the
  4. Corporate Members are requested to send at the Registered Office of the Company a certified copy of the Board Resolution passed pursuant to Section 113 of the Companies Act, 2013, authorizing their representative to attend and vote at the
  5. The Shareholders may choose to hold the Ordinary Shares of the Company in the demat mode. The ISIN as allotted by NSDL is INE481N01017. In case of any query, you may please get in touch with the Company or the Registrar & Transfer Agent i.e. Karvy Computershare Private Limited Add: Karvy Selenium, Tower B, Plot No 31-32, Gachibowli, Nanakramguda, Hyderabad – 500 032. Phone: 040 6716

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“the Act”)

The following Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 (“Act”), sets out all material facts relating to the all the businesses mentioned in the accompanying Notice dated August 21, 2017, along with the details of the directors seeking appointment/reappointment, as required under Secretarial Standard on General Meetings.

Item No. 3

In view to leverage the fund requirements of the Company and to augment the capital base of the Company, the Company is proposing to raise funds through the issuance of Non-Convertible Debentures (NCDs) whether listed/unlisted, secured/unsecured or otherwise, in one or more series / tranches on private placement, issuable / redeemable at par in accordance with the provisions of the Companies Act, 2013.

Section 42 of the Companies Act, 2013 read with the Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 (“Rules”) specifies that a company making a private placement of its securities is required to obtain the approval of the Members by way of a Special Resolution for each offer or invitation. However, 2nd proviso to Rule 14(2) of the Rules states that in case of an offer or invitation to subscribe for non-convertible debentures on private placement, it shall be sufficient if the company passes special resolution only once in a year for all the offers or invitations for such debentures during the year.

In order to augment long term resources for financing, inter alia, the ongoing working capital requirement and for general corporate purposes, the Company, in accordance with its fund requirement, may require offering  or  inviting  subscription  for  redeemable  non-convertible  debentures  listed/unlisted, secured/unsecured or otherwise, in one or more series / tranches on private placement, issuable / redeemable at par.

Accordingly, consent of the members is sought for passing a Special Resolution as set out at Item No. 3 of the Notice. This resolution enables the Board of Directors of the Company to offer or invite subscription for non-convertible debentures, as may be required by the Company, from time to time and is valid for a year from the conclusion of this Annual General Meeting.

The Board commends the Special Resolution set out at Item No. 3 of the Notice for approval by the shareholders.

None of the Directors / Key Managerial Personnel of the Company or their relatives is in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 3 of the Notice.

Item No. 4 & 5

The Members of the Company had earlier authorized the Board of Directors (which term shall be deemed to include any Committee of the Board) to borrow money(ies) on behalf of the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business) and for creation of charge on moveable and immovable properties of the Company as security in favour of lending agencies. Keeping in view your Company’s business requirements and growth plans, it is considered desirable to increase the said borrowing limits under the provisions of Section   180(1)(c) of the Companies Act, 2013 (the “Act”) to an amount not exceeding Rs.2000 Crores (Rupees Two Thousand Crores) of the then paid up capital and free reserves.

The borrowings by the Company, in general, are required to be secured by mortgage or charge on all or any of the moveable or immovable properties of the Company in such form, manner and ranking as may be determined by the Board from time to time, in consultation with the lender(s). Consent of the Shareholders are required under the provisions of Sections 180(1)(c) and 180(1)(a) of the Act, to increase the borrowing limits and to mortgage and / or create a charge on any of the moveable and / or immovable properties and / or the whole or any part of the undertaking(s) of your Company to secure its borrowings.

None of the Directors, Key Managerial Personnel and their relatives, are in any way, concerned or interested in the said resolutions.

The resolutions as set out in item nos. 4 and 5 of this Notice are accordingly commended for your approval.

By order of the Board of Directors,

For Home First Finance Company India Private Limited

Manoj Viswanathan                                                                             Place: Mumbai
Director & CEO                                                                                      Date:  September 6, 2017
DIN: 01741612

Form no. MGT – 11 Proxy Form

Route map of Venue of 8th Annual General Meeting of Home First Finance Company India Private Limited to be held on September 7, 2017 is attached herewith