Midland Microfin Limited Regd. & Corporate Office: The Axis, Plot no.1, R.B Badaridass Colony, B.M.C Chowk, G.T. Road, Jalandhar 144001 (Pb.) INDIA Ph.:+91 181 508 5555, 508 6666 Fax: +91 181 508 7777 CIN U65921PB1988PLC008430 E-mail ID: info@midlandmicrofin.com; Website: www.midlandmicrofin.com NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that 28th Annual General Meeting of the members of Midland Microfin Limited will be held on Thursday, September 22, 2016 at Hotel Radisson, B.M.C Chowk, G.T Road, Jalandhar 144001 at 11:30 AM to transact the following business Ordinary Business 1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2016 and the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the Report of the Board of Directors and the Auditors thereon. 2. To declare the final dividend on Preference shares and Equity shares for the financial year 2015-16. 3. To appoint a Director in place of Mr. Vijay Kumar Bhandari (DIN 00052716) who retires by rotation and being eligible, seeks reappointment. 4. To appoint Statutory Auditors and fix their remuneration and in this regard, pass with or without modification(s), the following resolution as Ordinary Resolution: Resolved that pursuant to the provisions of Section 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), the Board of Directors recommend M/s S.R. Batliboi & Associates LLP, Chartered Accountants, to be appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s.Ashwani Gupta & Associates, Chartered Accountants, Jalandhar and also M/s S.R. Batliboi & Associates LLP Chartered Accountants, be and hereby appointed as the statutory auditors of the Company for holding the office from the conclusion of 28th Annual General Meeting till conclusion of 33rd Annual General Meeting to be held in the year 2021 (subject to ratification of their appointment at every AGM) at a remuneration to be fixed by the Board of Directors of the Company. Special Business 5. To Consider and if thought fit to pass with or without modifications the following resolution as Ordinary Resolution "RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013, and the rules framed thereunder, including any statutory modification or re-enactment thereof for the time being in force and the provisions of Articles of Association of the Company Mr. Sachin Nithyanand Kamath (DIN 01592593 ) nominated by KITARA PIIN 1501, was appointed as Additional Nominee Director of the Company with effect from March 31, 2016 and who holds office upto the date of ensuing Annual General Meeting, be and is hereby appointed as Nominee Director of the Company and whose office shall not be liable to determination by retirement of directors by rotation.
6. To Consider and if thought fit, to pass, with or without modifications, the following resolution as Ordinary Resolution "RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, and the rules framed thereunder, read with Schedule IV to the Act, as amended from time to time Mr. Janak Raj Gupta (DIN 07473685) who was appointed as Independent Additional Director of the Company with effect from March 19, 2016 and who holds office upto the date of ensuing Annual General Meeting and in respect of whom the Company has received a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, for five consecutive years with effect from September 22, 2016 and whose office shall not be liable to determination by retirement of directors by rotation. 7. To consider and if thought fit, to pass, with or without modifications, the following resolution as Special Resolution "RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, and the rules framed thereunder, read with Schedule IV to the Act, as amended from time to time Mrs. Kamna Aggarwalla (DIN 07009446 ) who was appointed as Independent Additional Director of the Company with effect from August 17, 2016 and who holds office upto the date of ensuing Annual General Meeting and in respect of whom the Company has received a declaration that she meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, for five consecutive years with effect from September 22, 2016and whose office shall not be liable to determination by retirement of directors by rotation. 8. To consider and if thought fit, to pass, with or without modifications, the following resolution as 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 Rules framed there under and Reserve Bank of India directions on issuance of NCDs, secured or unsecured, on private placement basis, as may be amended from time to time, the approval of the Company, be and is hereby accorded for making offer(s) or invitation(s) to subscribe to Non-Convertible Debentures on private placement basis in different tranches for one year from the date of passing of this special resolution to the extent of Rs. 150 Crores Outstanding at any time within the overall borrowing limits of the Company, as approved by the Members, from time to time. RESOLVED FURTHER THAT the Board be and is hereby authorised and empowered to prepare a borrowing plan, arrange or settle the terms and conditions on which such moneys are to be borrowed from time to time, as to interest rate, tenure, repayment, security or otherwise and to do all such acts, deeds, matters and things and give such directions as it may deem necessary or expedient, to give effect to this resolution 9. To consider and, if thought fit, to pass with or without modification, the following Resolution as a unanimous resolution: RESOLVED THAT pursuant to and in accordance with the provisions of Section 5 (4) and Section 14 of the Companies Act, 2013 ( Act ) and all other applicable provisions, if any, of the Act or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof, the new set of articles of association of the Company, as available for inspection at the registered office of the Company, be and is hereby approved and adopted as the new set of articles of association of the Company, in substitution for, and to the exclusion of, the existing articles of association of the Company. RESOLVED FURTHER THAT each of the Directors of the Company and the Company Secretary of the Company be and are hereby severally authorized to take all actions and do all such acts, deeds, matters and things as may be necessary or desirable in connection with or incidental to giving effect to the above resolution. Place: Jalandhar By orders of the Board Date : August 17, 2016 for Midland Microfin Ltd. -Sd- Sonia Dua Company Secretary
NOTES : 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/ HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. THE BLANK PROXY FORM IS ENCLOSED. 2. An Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 in respect to item number 05 to 09 of the Notice as set out above in annexed hereto. 3. Members are requested to bring the attendance slip to the meeting. 4. Relevant documents referred to in the Notice, statutory register and the Statement pursuant to Section 102(1) of the Companies Act, 2013 will be available for inspection by the members at the Registered Office of the Company during normal business hours on working days up to the date of the Annual General Meeting. Members desiring to seek information on Annual Accounts to be explained at the meeting are requested to send their queries at least five days before the date of the meeting so that the information can be made available at the meeting. 5. Change in address of the members may be notified to the Company immediately for further correspondence. 6. The Board has fixed September 21, 2016 and September 22, 2016 as the dates for Book Closure. Dividend, if approved, will be paid on the shares outstanding as on March 31, 2016 and to those members whose names appear in the register of Members as on September 22, 2016. The dividend warrants will be dispatched from September 23, 2016 OR the Dividend amount will be credited to the Registered Account No. of the Members through banking channel. 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 alongwith the relevant documents is also available on the website of the Company www.midlandmicrofin.com 9. Route map for the Venue of the Annual General Meeting is attached alongwith. ANNEXURE TO THE NOTICE Item No 5 Item No 6 and 7 [Pursuant to Section 102(1) of the Companies Act, 2013, the following Explanatory Statement sets out material facts relating to business under Items 05 to 09 of the accompanying notice dated August 17, 2016 convening 28th Annual General Meeting of the Company scheduled for September 22, 2016.] Mr. Sachin Nithyanand Kamath, nominee of KITARA PIIN 1501 was appointed as a Nominee additional Director of the Company with effect from 31.03.2016 who holds office up to the date of this Annual General Meeting and is eligible for appointment as Director as provided under the Act. The Board of Directors considers it in the interest of the Company to appoint Mr. Sachin Nithyanand Kamath as a Nominee Director. Mr. Sachin Nithyanand Kamath is an experienced Global Asset Manager with a stellar track record in managing multi-million dollar investment across geographies and asset classes. He is one of the founder members of Kitara Capital International Limited. He started his career in 1985 with ICICI Limited and completed his Chartered Accountancy in 1989. He has worked in various position in the field of investments for Paradigm Investments Pvt Ltd; BOI Mutual Fund and JV Gokal Group in India before he left to join Ajit Khimji Group of Companies in Oman as Chief Investment Officer. He has headed and managed the investment division of the group for over a decade involving turnover of assets above US$450 million across various asset classes and countries viz: US, UK, France, China, Middle East, Singapore and India. He is being appointed under Shareholders agreement executed between the company and KITARA PIIN 1501 The Directors recommend the Resolution at Item No. 5 of the accompanying Notice, for the approval of the Members of the Company. None of the Directors, Key Managerial Personnel of the Company or their relatives are in any way, concerned or interested, financially or otherwise, in the proposed resolution. The Board of Directors of the Company had appointed Mr. Janak Raj Gupta and Mrs. Kamna Aggarwalla as Independent Additional Directors with effect from March 19, 2016 and August 17, 2016 respectively pursuant to provisions of Section 161 of the Companies Act, 2013, who shall hold the office of Director up to the date of the ensuing Annual General Meeting. The Company has received from Mr. Janak Raj Gupta and Mrs. Kamna Aggarwalla, a consent in writing to act as Director in form DIR -2 pursuant to Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014 and intimation in Form DIR-8 in terms of Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that they are not disqualified under sub-section 2 of Section 164 of the Companies Act, 2013.
Item No 8 Item No 9 Further, the provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors have come into force with effect from April 1, 2014 which requires every Public Company fulfilling the prescribed criteria as laid down in Rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014 to appoint an Independent Director on its Board and the Independent Director shall not be included in the total number of directors for retirement by rotation. Accordingly, in terms of provisions of Sections 149, 150, 152, Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Board of Directors of the Company had appointed (subject to the approval of the members at the ensuing General Meeting), Mr. Janak Raj Gupta and Mrs. Kamna Aggarwalla as an Independent Director of the Company within the meaning of Section 2(47) read with Section 149(6) of the Companies Act, 2013 for a term of 5 consecutive years commencing from September 22, 2016. Mr. Janak Raj Gupta is a Fellow member of Institute of Chartered Accountants of India. He has a rich experience of more than 35 years for carrying out the work of Manufacturing and Service Companies including Audit of Non-Banking Finance Companies. Mrs. Kamna Raj Aggarwalla, is a highly successful woman entrepreneur. She is associated with many renowned industry and social organizations and has wide international exposure in varied fields. In the opinion of the Board, Mr. Janak Raj Gupta and Mrs. Kamna Raj Aggarwalla, who are proposed to be appointed as Independent Directors of the Company with effect from September 22, 2016 for a period of 5 years, fulfils the conditions specified under Section 149(6) and Schedule IV of the Companies Act 2013 and are Independent of the management. Considering their vast experience, their presence on the Board will be of immense value to the Company. The Directors recommend the Resolution at Item No. 6 and 7 of the accompanying Notice, for the approval of the Members of the Company. None of the Directors, Key Managerial Personnel of the Company or their relatives are in any way, concerned or interested, financially or otherwise, in the proposed resolution. Your Company needs funds for expansion and working capital needs. To fund the increasing needs of business, the Company may issue debt instruments including but not limited to Secured Non-Convertible Debentures, unsecured Subordinated Debt Bonds etc. Under new Companies Act, 2013, a company shall not make a Private Placement of its debentures unless the proposed offer of securities or invitation to subscribe to securities has been previously approved by the Shareholders of the Company by a Special Resolution for each of the offer. It also provides that in case of offer or invitation for non-convertible debentures, it shall be sufficient if the company passes a previous special resolution only once in a year for all the offers or invitation for such debentures during the year and issue the same in different tranches. The Company is authorized to borrow upto Rs. 300 Crore vide Special Resolution passed in the Extra Ordinary General meeting of shareholders dated March 17, 2014. The approval of the Members is being sought by way of a Special Resolution under Sections 42 and 71 of the Act read with the Rules made there under, to enable the Company to offer or invite subscriptions for NCDs on a private placement basis upto Rs. 150Crores outstanding at any time, in one or more tranches, during the period of one year from the date of passing of the Resolution at Item No. 8 within the overall borrowing limits of the Company, as approved by the Members from time to time. The Directors recommend the Resolution at Item No. 8 of the accompanying Notice, for the approval of the Members of the Company. None of the Directors, Key Managerial Personnel and their relatives is concerned or interested in the passing of the Resolution at Item No. 8. The Company has allotted Equity share amounting to Rs. 4,10,60,000.00 to KITARA PIIN 1501, pursuant to the Amended and Restated Shareholders agreement signed between the Company, Promoters, SIDBI and KITARA PIIN 1501.So in order to align articles of association in conformity with the Amended and Restated Shareholders agreement entered into by the Company amendment it is proposed to replace Existing regulations of the Articles of Association with new set of Articles of Association. The Directors recommend the Resolution at Item No. 9 of the accompanying Notice, for the approval of the Members of the Company. The entire set of proposed articles of association is available in the website of the company. The shareholders of the Company can also obtain a copy of the same from the Secretarial Department at the registered office of the Company. None of the Directors, Key Managerial Personnel and their relatives is concerned or interested in the passing of the Resolution at Item No. 8. Place: Jalandhar Date : August 17, 2016 By orders of the Board for Midland Microfin Ltd. -Sd- Sonia Dua Company Secretary
ATTENDANCE SLIP PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL. Name and Address of Equity Shareholder (IN BLOCK LETTERS) I hereby record my presence at the 28th Annual General Meeting of the Company, convened on Thursday, September 22, 2016at 11:30 a.m. at Hotel Radisson, B.M.C Chowk, G.T Road, and Jalandhar-144001 Reg. Folio No: No. of Shares: (Signature of the Equity Shareholder / Proxy) NOTE : Equity Shareholders attending the Meeting in person or through Proxy are requested to complete the Attendance Slip and hand it over at the entrance of the meeting hall. Route Map HOTEL RADDISON Namdev Chowk G.T. Road BMC Chowk To Phagwara BUS STAND
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: U65921PB1988PLC008430 Name of the Company : MIDLAND MICROFIN LIMITED Registered Office : The Axis, Plot No. 1, R.B Badari Dass colony, B.M.C Chowk, G.T Road, Jalandhar-144001. Name of the Member(s): Registered Address: E-Mail ID: Folio No: I/We, being the member (s) of..... shares of the above named company, hereby appoint 1.Name: Address: E-MailID: Signature:, or failing him, 2.Name: Address: E-MailID: Signature: as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual general meeting of the company, to be held onthursday, the 22nd day of September, 2016 at 11:30 a.m. at Hotel Radisson, B.M.C Chowk, G.T Road, Jalandhar-144001 and at any adjournment thereof in respect of such resolutions as are indicated below : Resolution No. 1. 2 5. 6. Affix stamp of Rs. 1/- 3. 7. 4. 8 9. Signed this.. day of.. 2016 Signature of shareholder Signature of Proxy holder(s) 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.