Notice Of EGM – 2018 - HFFC

Notice Of EGM – 2018

NOTICE IS HEREBY GIVEN THAT THE EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF HOME FIRST FINANCE COMPANY INDIA PRIVATE LIMITED (“COMPANY”) WILL BE HELD WEDNESDAY, 28TH
FEBRUARY 2018 AT 9.00 A.M. AT 511, ACME PLAZA, ANDHERI KURLA ROAD, ANDHERI (EAST) MUMBAI – 400059, MAHARASHTRA TO TRANSACT THE FOLLOWING BUSINESS:

Special Business:

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

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

RESOLVED THAT pursuant to section 14 read with section 13 and 18 of the Companies Act, 2013 and subject to the approval of the Central Government and members by way of Special Resolution at the General Meeting of the Company be ad is hereby converted into the Public Company and the name of the company be changed from Home First Finance Company India Private Limited to Home First Finance Company India Limited by deletion of the word “PRIVATE” before the word “LIMITED, wherever the same appears in the Memorandum and Articles of Association of the Company.

FURTHER RESOLVED THAT a new set of Articles of Association as applicable to Public Company as placed before this meeting be approved and adopted as new set of Articles of Association of the company.

FURTHER RESOLVED THAT any of the Directors of the Company or the Company Secretary be and is hereby authorized to make an application to the Registrar of Companies, in prescribed form and file the requisite e-forms and to do all such acts, deeds and things as may be required to give effect to the above said resolution.”

Approval of Employee Stock Option Policy termed as ESOP II

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

RESOLVED THAT in accordance with the provisions of Section 62 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder (including any statutory amendment, modification or re-enactment to the Act or the Guidelines, for the time being in force), the provisions of the articles of association of the Company and subject to provisions of other approvals, permissions, sanctions, conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, the consent of the shareholders of the Company be and is hereby accorded to the board of directors of the Company (“Board”) to approve the Employee Stock Option Scheme, 2018 (“ESOP II”) and to create, offer, issue and allot in one or more tranches under the said “ESOP II”, at any time to or for the benefit of employees and directors (excluding Independent Director) of the Company, such number of stock options which could give rise to the issue of equity shares (hereinafter collectively referred to as “Securities”) of the Company, not exceeding 687548 in
aggregate, at such price and on such terms and conditions as may be fixed or determined by the Board of Directors and other applicable provisions of any law as may be prevailing at that time.

RESOLVED FURTHER THAT the new Equity Shares to be issued and allotted by the Company in lieu of the vested options in the manner provided in ESOP II shall rank pari passu in all respects with the then existing equity shares of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to the aforementioned resolutions, any of the Directors of the Company or the Company Secretary be and are hereby authorized jointly and/or severally to do all such acts, deeds, matters and things and to take all such steps and do all such things and give all such directions as may be necessary or expedient including filing of necessary documents, intimations including e-forms with regulatory authorities in accordance with applicable laws and to take all steps which are incidental and ancillary including inter-alia to address queries which may arise in connection with ESOP II and/or settle any questions, difficulties or doubts that may arise in this regard at any stage in connection with ESOP II.

By order of the Board of Directors,

For Home First Finance Company India Private Limited

Shreyans Bachhawat                                                                 Place: Mumbai
Company Secretary                                                                   Date:  January 30, 2018
Mem No: A26700

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 meeting
  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 meeting
  5. TThe 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 1563.

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

The following Explanatory Statement, pursuant to Section 102 of the Act, sets out all material facts relating to all the businesses mentioned in the accompanying Notice.

Item No. 1

The Company is carrying on the business of giving housing loans and has done exceedingly well in the past few years. Considering the business prospects and valuation of the Company in near future, the Board intends to convert the company into a Public Limited Company.

The Board at its meeting held on January 30, 2018 after considering the future infusion of funds and the benefits decided to convert the status of the Company from Private Limited to Public Limited, subject to the approval of the members.

Further pursuant to the provision of Section 13, 14 & 18 of the Companies Act, 2013, the said conversion shall come into force by modifying the Name clause of Memorandum of Association and by adopting a new set of Articles of Association in place of the existing one.

In accordance with aforesaid, members approval is sought for conversion of the Company into public Limited Company with status as “Home First Finance Company India Limited”, approve the new set of Articles of Association and Name clause of Memorandum of Association of the Company.

The Directors of the Company are interested to the extent of their Shareholding.

The Board commends the Special Resolution set out at Item No. 1 of the Notice for approval by the shareholders.

Directors / Key Managerial Personnel of the Company are interested to the extent of their shareholding, in the resolution set out at Item No. 1 of the Notice.

Item No. 2

Equity based compensation is an integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives by participating in the ownership of the Company through share-based compensation scheme/plan. The Company believes in rewarding its employees including the directors of the Company for their continuous hard work, dedication and support, which has led the Company on the growth path. The Company intends to implement the Employee Stock Option Scheme, 2018 (“ESOP II”), with a view to attract and retain key talents working with the Company by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability.

The Company seeks members approval for implementing the ESOP II and grant of options to the eligible employees/ Directors of the Company as decided by the Board of directors of the Company (“Board”) from time to time.

The main features of ESOP II are as under:

Brief Description of the Scheme(s):
ESOP II is intended to reward the eligible employees of the Company, for their performance and to motivate them to contribute to the growth and profitability of the Company. The Company also intends to use this scheme to retain talent in the organization as it views options as instruments that would enable the employees to share the value they create for the Company and align individual objectives of employees with the objectives of the Company in the years to come.

Total number of options to be granted:
Such number of options would be available for grant to the eligible employees of the Company under ESOP II, in one or more tranches exercisable into not more than 687548 equity shares of the Company at a face value of Rs.10/- each fully paid-up. Vested options lapsed due to non-exercise and/or unvested options that get cancelled due to resignation/ termination of the employees or otherwise, would be available for being re-granted at a future date. The Board is authorized to re-grant such lapsed / cancelled options as per the provisions of ESOP II, within the overall ceiling.

Identification of classes of employees entitled to participate in ESOP II:
Only employees of the Company are eligible for being granted Employee Stock Options under ESOP II. The specific Employees to whom the Options would be granted, and their eligibility criteria would be as determined by the Board.

Requirements of vesting and period of vesting:
The options granted shall vest so long as an employee continues to be in the employment of the Company. The Board may, at its discretion, lay down certain performance metrics on the achievement of which such options would vest, the detailed terms and conditions relating to such vesting, and the proportion in which options granted would vest subject to the minimum vesting period of 1 (one) year. The vesting dates in respect of the options granted under ESOP II may vary from employee to employee or any class thereof and/or in respect of the number or percentage of options granted to an employee. Options shall vest essentially based on continuation of the employment of the Employee. Provided however, the Board may prescribe parameters for achievement of any performance condition(s) for vesting. The vesting may occur in tranches or otherwise.

Maximum period within which the options shall be vested:
As per the Companies Act, there will be a minimum period of 1 (one) year between the grant of options and the vesting of options. The options can be exercised as per the vesting schedule set-out in the employee stock option agreement.

Exercise price or pricing formula:
The Exercise Price shall be the fair market value per option or any other price as may be decided by the Board.

Exercise period and the process of Exercise:
The right of an Employee to exercise the Vested options will be in accordance with the timeframe and process specified in ESOP II and the employee stock option agreement. An Employee shall intimate the Company by making a written application to the Company expressing his/ her desire to exercise the Vested Options in such manner and on such format as may be prescribed by the Board from time to time. The options shall lapse if not exercised within the specified exercise period.

Appraisal process for determining the eligibility of employees under ESOP II
The appraisal process for determining the eligibility of the employees will be decided by the Board from time to time.

Maximum number of options to be issued per employee and in aggregate
The maximum number should be the options granted to by the Board.

Maximum Quantum of benefits to be provided per employee under the ESOP II
The Maximum quantum of benefits underlying the options issued to an eligible employee shall depend upon the Market Price of the shares as on the date of sale of shares arising out of Exercise of options.

Route of Scheme implementation
The ESOP II shall be implemented and administered directly by the Company.

Source of Shares
The ESOP II contemplates new Issue of Shares by the Company.

Accounting and Disclosure Policies:
The Company shall follow the ‘Guidance Note on Accounting for Employee Share-based Payments’ and/or any relevant Accounting Standards as may be prescribed by the Institute of Chartered Accountants of India from time to time, including the disclosure requirements prescribed therein.

Method of Valuation:
To calculate the employee compensation cost, the Company shall use the Intrinsic Value method for valuation of the options granted.

The above proposal is in the interest of the Company and the directors recommend the resolution to be passed as special resolution by the members.

Directors / Key Managerial Personnel of the Company are interested to the extent of their shareholding, in the resolution set out at Item No. 2 of the Notice.

By order of the Board of Directors,
For Home First Finance Company India Private Limited

Shreyans Bachhawat                                                                 Place: Mumbai
Company Secretary                                                                   Date:  January 30, 2018
Mem No: A26700

Form no. MGT – 11 Proxy Form

Route map of Venue of Extra Ordinary General Meeting of Home First Finance Company India Private Limited to be held on February 28, 2018 is attached herewith