YOGAKSHEMAM LOANS LIMITED Regd. Off. Kallingal Lane, Thrissur NOTICE

Transcription

1 YOGAKSHEMAM LOANS LIMITED Regd. Off. Kallingal Lane, Thrissur NOTICE Notice is hereby given that the 24 th Annual General meeting of the shareholders of the company will be held on Tuesday the 18 th August 2015 at 3.30pm at Karala Sahithya Academy Auditorium, Palace Road, Thrissur-20 to transact the following 1. To receive, consider and approve the audited financial statements of the company for the year together with the report ofthe auditors and directors. 2. To consider the appointment of Auditors. The auditors of the Company Mr.Narayanan Namboothiri has expressed his inability to continue in office and he has submitted his resignation and therefore the board proposes to appoint M/s.S.R.Batiliboi & Associates, LLP, Chennai as the statutory auditors of the company for a period of 5 financial years commencing from The following resolution may be passed with or without modification as an ordinary resolution. RESOLVED THAT the approval of the company be and is hereby given under section 139, read with Rule 3 of the Companies( Audit and Auditors)Rules,2014 for the appointment of M/s. S.R.Batiliboi & Associates LLP,Chartered Accountants, Chennai as the statutory auditors of the company for a period of five financial years and that they shall hold office from the conclusion of the 24 th AGM to the conclusion of the 29 th AGM and that the board of directors are authorised to fix their remuneration for each financial year or part thereof for audit and other services. 3. To appoint directors. Directors Mr. P.N.Pasupathy, director retired at this meeting and is eligible to be re appointed offered himself for re appointment. The Board recommend his appointment as an independent director for a period of 2 years commencing from the conclusion of the 24 th Annual General meeting. Mr. P.N.Pasupathy has declared his status of independence to the board and in the opinion of the board he fulfils the conditions specified in the Act for appointment as an independent director RESOLVED THAT pursuant to the provisions of section 149(4), 150(2) read with the Companies ( Appointment and qualification of Directors) Rules 2014, Schedule IV of the Companies Act 2013 and all other applicable provisions, if any, of the Act and the Rules Dr.M.Pushpangadan be and is hereby appointed as an independent director of the company for a period of five years commencing from the conclusion of the 24 th AGM and that he may be paid such amount of compensation either as a sitting fees for attending the board or committee meetings and/ or as a commission based on profit or otherwise, provided that the remuneration so paid shall be subject to the recommendation of the Nomination, Compensation and Corporate Governance 1

2 Committee subject to the compliance with the provisions of section 197 and 198 of the Act and the Rules made there under. Special Business 4. The Board proposes the appointment of Dr. M. Pushpangadan as an independent director on the board of the company for period of four years from the financial year The following resolution may be passed with or without modification. RESOLVED THAT pursuant to the provisions of section 149(4), 150(2) read with the Companies ( Appointment and qualification of Directors) Rules 2014, Schedule IV of the Companies Act 2013 and all other applicable provisions, if any, of the Act and the Rules Dr.M.Pushpangadan be and is hereby appointed as an independent director of the company for a period of four years commencing from the conclusion of the 24 th AGM and that he may be paid such amount of compensation either as a sitting fees for attending the board or committee meetings and/ or as a commission based on profit or otherwise, provided that the remuneration so paid shall be subject to the recommendation of the Nomination, Compensation and Corporate Governance Committee subject to the compliance with the provisions of section 197 and 198 of the Act and the Rules made there under. 5. The Board proposes the appointment of Mr.Anoop Ganapathy, Chartered Accountant as an independent director on the board of the company for period of four years from the financial year The following resolution may be passed with or without modification. RESOLVED THAT pursuant to the provisions of section 149(4), 150(2) read with the Companies ( Appointment and qualification of Directors) Rules 2014, Schedule IV of the Companies Act 2013 and all other applicable provisions, if any, of the Act and the Rules Mr.G Anoop Ganapathy, Chartered Accountant be and is hereby appointed as an independent director of the company for a period of four years commencing from the conclusion of the 24 th AGM and that he may be paid such amount of compensation either as a sitting fees for attending the board or committee meetings as fixed by the Board from time to time and/ or as a commission based on profit or otherwise, provided that the remuneration so paid shall be subject to the recommendation of the Nomination, Compensation and Corporate Governance Committee and subject to the compliance with the provisions of section 197 and 198 of the Act and the Rules made there under. 6. Company has received a notice of candidature from Mr.O Ramachandran, a member of the company proposing himself to the position of a non executive director. The members may consider and if thought fit pass the following resolution as an ordinary resolution. RESOLVED THAT pursuant to the provisions of section 149, 152(2) and 160 of the Companies Act, 2013 read with Companies (Appointment and qualification 2

3 of Directors) Rules 2014, Mr. O Ramachandran is hereby appointed as a director of the company and is liable to retire by rotation. Special Resolutions 7. To pass the following resolution as a special resolution for the issue of debentures in private placement. RESOLVED THAT Pursuant to the provisions of section under sections 42, and 71 of the Comapnies Act, read with Rule 14 of the Companies ( Prospectus and Allotment) Rules 2014 and Rule 18 of the Companies ( Share capital and debenture )Rules 2014 and all other applicable provisions of The Companies Act, 2013 and the Rules made thereunder, the approval of the company be and is hereby accorded to the Board for the issue and allotment of Secured Redeemable Non- convertible Debentures Subject to the limit that the aggregate outstanding at any one time should not exceed Rs. 100 crores in private placement in one or more tranches during one year from the date of this resolution in compliance with the provisions of the regulations made by Reserve Bank of India in this behalf and subject to the compliance with all other a and that the Board may delegate its powers vested here in to any committee to decide the timing of issues, size of each tranche and to prepare the offer letters and the allotment of securities to successful allottees and to create securities in favour of one or more trustees. 8. To pass the following resolution as a special resolution for approval of issue of shares under Employee stock option scheme. RESOLVED THAT approval of the company be and is hereby accorded under section 62 (1)(a)(b) read with Rule 12 of the Companies (Share Capital and Debentures) Rules,2014, for the issue11,00,000 (eleven lakhs only)options entitling the issue and allotment of (eleven lakhs only) equity shares of the company under the Employee stock Option Scheme framed by the company called Yogloans ESOP-2015 for granting options to the eligible employees of the company. RESOLVED FURTHER THAT the Nomination compensation and corporate governance committee (hereafter referred to as the committee) of the company be and is hereby authorised to manage, implement and regulate the ESOP scheme under the overall supervision of the board. RESOLVED FURHTER THAT the committee may select the eligible employees to whom the options to be granted from time to time and to grant the options in one or more tranches, provide such that the total options granted under this scheme shall not exceed the maximum number of shares of 11,00,000 approved by the above resolution subject to adjustments as may be required in respect of consolidation of shares into a face value of higher denomination or subdivision of shares into smaller denominations or for other corporate actions such as bonus shares and rights and that the grant of options and the 3

4 allotment of shares and other terms and conditions shall be subject to those given in the explanatory statement of the resolution and the terms of the scheme framed by the committee. RESOLVED FURHTER THAT the committee shall have the powers to amend or vary the scheme in such manner as may be felt by the committee, provided that the total number of options shall not exceed the maximum limit provided herein or vary the rights of the option holders adversely and the committee may authorise directors and officers of the company for the effective implementation of the ESOP scheme and to make allotment of shares, issue of certificates, filing of forms and returns and to represent the company before any regulatory authorities as may be required. By order of the Board For Yogakshemam Loans Ltd., Sd/- Rajesh Kumar.K EVP & Company Secretary Date: 18 th July 2015 Place Thrissur Note. 1. Any member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote at the meeting. The proxy need not be a member of the company. The proxy to become effective should be deposited at the registered office of the company at least 48 hours before the meeting. 2. Explanatory statement as required under section 102 of the Companies Act, 2013 is attached 3. Company is providing e voting facility for the members to cast their votes electronically. A note on the process and procedure of e-voting is annexed in the explanatory statement. 4. Members are requested to register their e- mail address with the company or the registrar, SKDC consultants. In line with the initiatives of the Government on environmental protection, paper communications could be minimised and electronic communication is appreciated. To support this move, members are welcome to register their address and full bank particulars. 5. Kindly inform the registrar in case there is a change in your address. 4

5 6. The record date for ascertaining the eligible shareholders for the purpose of e-voting shall be 11 th August 2015 and the register of members and share transfer registers will remain closed from 12 th August 2015 to 18 th August Item No. 2 Appointment of Auditors. The share holders has appointed Mr.Narayanan Namboodiri as the auditors of the company for a period of 3 years from the conclusion of the 23 rd AGM to the conclusion of the 26 th AGM. However, he has expressed his intention to demit the office by the conclusion of the 24 th AGM. Your board has accepted his proposal and considered that the company could consider the appointment of S.R.Batliboi&Associates LLP, Chennai to take up the office of auditors the company and therefore recommends to the share holders for their appointment for a period of 5 years from the conclusion of the 24 th AGM. The company has obtained necessary declarations from them to the effect that they are qualified to take up the companies audit and are willing, if appointed. The resolution is proposed as an ordinary resolution. The extract of the letter of Mr.Narayanan Namboodiri the existing auditors is reproduced below for your kind reference. The Board of Directors Yogakshemam Loans Ltd. Thiruvambadi P.O. Thrissur Dear Sir, Subject: Intention to resign from the office of Auditors As you are aware I have been appointed as the Statutory Auditors of the Company at the Annual General Meeting (AGM) held on for holding office from the 23 rd AGM to the 26 th AGM. However, I would like to inform you that I may not be in a position to continue in the office post the 24 th AGM, which is to be held shortly, due to some other professional commitments and you may kindly proceed for alternative arrangement of auditors at the ensuing AGM and I shall be discharged from my office from the close of the 24 th AGM. Thanking you, Yours faithfully, C.S. NARAYANAN NAMBOODIRI Chartered Accountants 5

6 None of your directors or KMPs are interested in this resolution. Item 4. Appointment of independent directors. Dr.M.Pushpangadan is currently serving on the board of the company as an independent director, who was appointed as an additional director on 8 th November The board proposes to appoint him as an independent director for a period of 4 years from the conclusion of the 24 th Annual General meeting. He has declared his status of independence to the board and in the opinion of the board he fulfils the conditions specified in this Act for appointment as an independent director. A brief profile of Dr. Pushpangadan is given below; Dr. Pushpangadhan Mangari has a Doctorate in Management from Rajasthan University, Jaipur and MBA Finance from one of the top grade management institutions. He completed advance courses in Mergers & Acquisitions from USA and Financial Derivatives and Mathematics respectively from prestigious institutions in UK CAIIB through Indian Institute of Bankers. He was on the boards of many companies as Non-Executive and Executive Director since Currently he is working as the Managing Director of Consult Win Solutions Pvt. Ltd. He retired as the CEO of L&T Capital Co. Ltd, a 100% subsidiary of Larsen &Toubro (L&T Ltd) and also worked as CIO of L&T General Insurance Company Ltd, post retirement. He worked as the MD of UTI Securities Exchange Ltd (UTISEL), a wholly owned subsidiary of UTI. He worked as the MD of Over the Counter Exchange of India (OTCEI), owned by Indian Public Sector Institutions. On Special assignments, he worked as Member of various committees such as Ministry of Finance, SEBI, FICCI, and BSE, BCCI (Bombay Chamber of Commerce and Industry). He has presented various capital market related papers in India and abroad. The resolution is proposed for the consideration of the members and the members may pass it as an ordinary resolution with or without modification. None of your directors except the proposed appointee is interested in this resolution. Item No.5 Mr.Anoop Ganapathy is currently serving on the board of the company as an independent director, who was appointed as an additional director on 8 th November The board proposes to appoint him as an independent director for a period of 4 years from the conclusion of the 24 th Annual General meeting. He has declared his status of independence to the board and in the opinion of the board he fulfils the conditions specified in the Act for appointment as an independent director. A brief profile of Mr.Anoop is given below; 6

7 He is a Chartered Accountant with an additional qualification of DISA from ICAI. He is having 20 years of vast experience in banking & Non-banking Finance companies. He is the Director of Hampshire Corporate Solutions (P) Ltd, Thrissur since He is the partner of Mohandas & Associates, Chartered Accountants, Thrissur since He has earlier worked with Nedungadi Bank Ltd, Manappuram General Finance & Leasing Ltd and Dhanalaxmi Bank. The resolution is proposed for the consideration of the members and the members may pass it as an ordinary resolution with or without modification. None of your directors except the proposed appointee is interested in this resolution. Item No. 6- Appointment of Non executive director Mr.O Ramachandran is currently serving on the board of the company as non executive director, who was appointed as an additional director on 8 th November Company has received a notice of candidature from Mr.O Ramachandran, a member of the company proposing himself to the position of a non executive director. A brief profile of Mr. O Ramachandran is given below; Mr. Ramachandran Ottapathu is a Chartered Accountant and a fellow member of ICAI, Associate member of Botswana Institute of Accountants and certified SAP consultant. He has got 20 years of vast experience in retail industry; handling both finance and operations. He is expert in other areas as well- Manufacturing, Packaging, Milling and Medical distribution. Currently he holds the position of CEO and Director of Choppies Enterprises Ltd, an FMCG Co in African continent. Choppies has a product line of more than in Botswana and SA. He has worked as the Financial Controller at Apollo Tyres Ltd, Gujarat. He is a Guest Faculty of University of Botswana. The resolution is proposed for the consideration of the members and the members may pass it as an ordinary resolution with or without modification. None of your directors except the proposed appointee is interested in this resolution. Item No. 7- Private placement of NCDs As a financial institution the company requires substantial amount as working capital. The company presently does not have any formal credit lines from banks and is funding its lending activities from its capital and by issuing Redeemable Non Convertible debentures. Your board proposes to issue Secured Redeemable Non Convertible debentures subject to an aggregate outstanding limit of Rs.100. crores during the next one year from the date of passing of the resolution. This borrowing will be within the overall borrowing power of the board. The proposal requires approval of the share holders by special resolution in terms of section 42 of the Companies Act, 2014 read with Rule 14 of the Companies (Share Capital and debenture) Rules

8 The resolution is proposed for the consideration of the members and the members may pass it as an special resolution with or without modification. None of your directors are interested in the resolution Item No.8 Employee stock option Scheme. The board proposes to introduce an Employee Stock option scheme as a measure of attracting and retaining talent pool in leadership positions so as to ensure the growth and development of the company the salient features of the scheme is given below. EMPLOYEE STOCK OPTION SCHEME 2015 (Brief plan attached with Explanatory statement to AGM Notice Pursuant to Rule 12 of the Companies (Share capital and Debenture) Rules-2014) 1.Preamble The company recognises the importance of a talented and highly committed leadership team for a growing organisation, particularly as a financial institution. In the world over, ESOP is accepted as a god means of employee compensation and the company is desirous of developing a compensation package which will help the organisation to attract and retain leadership talents. The compensation structure involves fixed salary components and performance based incentives/ commissions in appropriate case and further an opportunity to participate in the ownership of the company by allotment of shares at a predetermined price spread over a fair period so as to ensure the retention of talent pool in the organisation in the long run. The scheme shall be effective on its approval by the share holders by way of a special resolution. The operation of the ESOP scheme shall be subject to the terms and conditions contained here in i. Short title, extent, commencement and applicability. This Employees stock Option Scheme will be called Yogloans ESOP It shall come into force on the date on which the same shall be approved by the Share holders of the company by a special resolution. The scheme shall remain in operation till the completion of the allotment of all the shares granted under this scheme or till the end of the tenure of the maximum exercise period of the last vesting of options originally granted or re allocated unless otherwise extended by the Board on the on the recommendation of the nomination committee of the company. 8

9 ii. Important definitions a) Act/ The Act- means the Companies Act 2013 as amended from time to time or a modification there of or a re- enactment there on b) Allotment- means the allotment of shares under the ESOP scheme c) Board Means the Board of Directors of the Company constituted from time to time and includes a committee as well. d) Committee or nomination committee- means the Nomination, Compensation and Corporate Governance Committee of the Board e) Employee meansa) a permanent employee of the company who has been working in India or outside India; or (b) a director of the company, whether a whole time director or not but excluding an independent director; or (c) an employee as defined in clauses (a) or (b) of a subsidiary, in India or outside India, or of a holding company of the company or of an associate company but does not include- (i) an employee who is a promoter or a person belonging to the promoter group; or (ii) a director who either himself or through his relative or through any body corporate, directly or indirectly, holds more than ten percent of the outstanding equity shares of the company f) ESOP- Means Employee Stock Option which enables the employees to whom the option is granted to apply for equity shares of the company at such price as may be fixed by the committee. g) Exercise- means the process of opting for allotment of equity shares by the eligible employees to whom the option is granted by an application in writing or electronically. h) Grant -means the process of granting the options to eligible employees by the nomination committee of the Board or on its behalf and communicated by a formal letter of grant. i) Options- means an option given to the eligible employees to apply for allotment of fully paid shares of the company at a pre determined price. j) Vesting- means conferring of the options granted to an eligible employee subject to which he/ she acquires the right to apply for allotment of specific number of shares in the exercise period. 2. The scheme and the maximum number of options. Based on the recommendation of the Nomination committee by its resolution dated 15 th July 2015, the Board of directors have passed a resolution on 16 th July 2015, subject to the approval of the share holders by a special resolution, approving a scheme by which the 9

10 eligible employees could be given an option to apply for the allotment of equity shares of the company at a pre determined price. The total number of options made available under this scheme shall be for the allotment of 11, 00,000 equity shares of the company having a face value of Rs. 10 each and the number of equity shares to be allotted shall be adjusted to account for the changes in the share capital such as sub division of shares of a smaller denomination or consolidation of shares of a higher denomination and for rights or bonus issues, as the case may be, made by the board subsequent to the effective date of this scheme. 3. Allocation The scheme envisages the allocation of option not exceeding (eleven lakhsonly) convertible into equivalent to ( eleven lakhs only) number of equity shares in one or more tranches for granting of options to the eligible employees as may be decided by the Nomination committee from time to time. 3(a)the total number of stock options to be granted; i. The scheme envisages the allocation of ( eleven lakhs only) options which can be converted into ( eleven lakhs) fully paid up equity shares of Rs.10.each ii. out of the above options, the board or its committee shall be at liberty to grant the options in tranches and to frame a vesting period and to extend the period of the scheme by such further period so as to cover the tranche of options granted. The extension of the overall life time of the scheme by the board on the recommendation of the committee shall not be considered as variation of the scheme so long as the total option granted is within the overall options approved by the shareholders and adjusted for changes in the capital structure. iii. The committee shall have the powers to re-allocate the options granted and has not been exercised by the employees for any reason to eligible employees to be identified by the committee at any time hereafter and the scheme shall extend itself till the last date of the exercise period provided in the re-allocation. 3 (b) identification of classes of employees entitled to participate in the Employees Stock Option Scheme; i. The scheme is designed to compensate and retain talent pool in the company for a longer term. The options will be granted to the employees who are in senior management positions and those handling critical positions in the company. ii. The nomination committee shall have the right to identify the beneficiaries of the ESOP from time to time based on the relevance of such position in the company, intention of the employees to serve the company for a longer term and such other factors the committee may consider appropriate. 3(c) the appraisal process for determining the eligibility of employees to the Employees Stock Option Scheme; 10

11 The appraisal process of employees consists of, educational / professional qualifications, experience in the industry, contributions or achievements in the company or in previous employments, behaviour and their commitment to continue in the company for a reasonable tenure. The committee may decide on any other factors including annual performance evaluation etc while selecting the eligible employees. 3(d) the requirements of vesting and period of vesting; Depending on the tranche of grant of options by the committee, the options granted shall be vesting on the eligible employees 12 months from the date of grant. The total options granted will be vested on the eligible employees over a period of 5 years in the following manner; No. Of years percentage of options vesting (e) the maximum period within which the options shall be vested; Depending on the tranche of options granted, the options will be completely vested within a period of 5 years from the date of each grant. However, in the case of re-allocation of the lapsed options, the committee may decide on a shorter vesting period. 3 (f) the exercise prices or the formula for arriving at the same; The exercise price shall be the face value of the equity shares, presently Rs. 10 per share and the same shall be adjusted to the extent of any consolidation, subdivision etc of the share capital of the company taken place after the date of grant of the options and before the exercise of the options. 3(g) the exercise period and process of exercise; Each options vested over the vesting period can be exercised within a period of 36 months from the date of each vesting. During this period the company will provide a window of 15 days during a quarter or such other period as may be notified by the company. For the allotment of equity shares against the options granted to the employees they shall make an application to the company in the prescribed format along with the consideration for the shares. The eligible employees are entitled to apply for only those shares which are already vested on them. 11

12 3(h) the Lock-in period, if any ; The shares allotted under this scheme shall not be subjected to any lock in period. 3(i)the maximum number of options to be granted per employee and in aggregate; No employee shall be granted an option for allotment of equity shares in excess of and in the aggregate the options shall not exceed for the allotment of11,00,000 shares as contemplated in this scheme. However, the number of shares may be increased or decreased to adjust for any change in capital structure including subdivisions, consolidation, bonus and rights issues. 3(j) the method which the company shall use to value its options; The company has fixed the face value of the shares as the exercise price of the options.the book value of the shares of the company as on 31 st March 2015 is Rs.7.27 per share and therefore the committee considered that the allotment of options at the face value will be in the best interest of the company and the beneficiaries of the ESOP scheme. 3(k) the conditions under which option vested in employees may lapse e.g. in case of termination of employment for misconduct; The committee shall have the right to recall the options which are granted but not vested and those options which are vested but not exercised by the employee at any time, if the service of the employee is terminated for acts of misconduct or gross negligence resulting in substantial loss/ damages to the company s assets, finances or reputation. 3(l) the specified time period within which the employee shall exercise the vested options in the event of a proposed termination of employment or resignation of employee; In case of termination of an employee from the service of the company and where the options are not recalled by the company as provided in clause (k) above and in case of resignation, where the employee has not exercised an option which is already vested, he may exercise his option for allotment of shares within a period of 30 days from the date of such termination or resignation. Otherwise the options which are vested will stand cancelled and all the options granted but not vested will automatically stand cancelled on such termination of service or resignation as the case may be. 3(m) a statement to the effect that the company shall comply with the applicable accounting standards. The company will account for the ESOP scheme in the manner provided in the applicable Accounting standards. 12

13 3(n) The Employees shall not have right to receive any dividend or to vote or in any manner enjoy the benefits of a shareholder in respect of option granted to them, till shares are issued on exercise of option. 4. General a)the amount, if any, payable by the employees, at the time of grant of option- No amount is payable at the time of grant of options to the employees. However, they shall pay the full price of the options at the time of applying for allotment of shares under the options granted to him. b) The option granted to employees shall not be transferable to any other person. c) The option granted to the employees shall not be pledged, hypothecated, mortgaged or otherwise encumbered or alienated in any other manner. However, the shares allotted against the options granted may be pledged or encumbered for securing loans for the payment of consideration for subscription to shares. (d) Subject to clause (e), no person other than the employees to whom the option is granted shall be entitled to exercise the option. (e) In the event of the death of employee while in employment, all the options granted to him till such date shall vest in the legal heirs or nominees of the deceased employee and the legal heirs or nominees may exercise the options as per the vesting period in the normal course. (f) In case the employee suffers a permanent incapacity while in employment, all the options granted to him as on the date of permanent incapacitation, shall vest in him on that day. (g) In the event of resignation or termination of employment, all options not vested in the employee as on that day shall expire. However, the employee can exercise the options granted to him which are vested within the period specified in this behalf, subject to the terms and conditions under the scheme granting such options as approved by the Board. 5.Amendment of the scheme The board of directors shall have the power to amend the ESOP Scheme on the recommendation of the Committee. However, the amendment shall not have effect if the same is for the variation of the terms of the scheme affecting the options granted and remaining to be exercised or for the creation of additional options, unless it has been reviously approved by the share holders by means of a special resolution. The resolution is proposed for the consideration of the members and the members may pass it as an special resolution with or without modification. None of your directors are interested in the resolution The instructions for shareholders voting electronically are as under: (i) The voting period begins on 14 th August 2015 at 9.00 AM and ends on 17 th August 2015 at 5.00 PM. 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 11 th August 2015 may 13

14 cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. (ii) (iii) (iv) (v) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue. The shareholders should log on to the e-voting website Click on Shareholders. Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company. (vi) (vii) Next enter the Image Verification as displayed and Click on Login. If you are holding shares in demat form and had logged on to and voted on an earlier voting of any company, then your existing password is to be used. (viii) PAN If you are a first time user follow the steps given below: For Members holding shares in Demat Form and Physical Form Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Dividend Bank Details OR Date of Birth (DOB) Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field. In case the sequence number is less than 8 digits enter the applicable number of 0 s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA in the PAN field. Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v). (ix) After entering these details appropriately, click on SUBMIT tab. 14

15 (x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach Password Creation menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. (xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. (xii) Click on the EVSN relevant to Yogakshemam Loans Limited on which you choose to vote. (xiii) On the voting page, you will see RESOLUTION DESCRIPTION and against the same the option YES/NO for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution. (xiv) Click on the RESOLUTIONS FILE LINK if you wish to view the entire Resolution details. (xv) After selecting the resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote. (xvi) Once you CONFIRM your vote on the resolution, you will not be allowed to modify your vote. (xvii) You can also take a print of the votes cast by clicking on Click here to print option on the Voting page. (xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system. (xix) Note for Non Individual Shareholders and Custodians Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to and register themselves as Corporates. 15

16 (xx) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be ed to helpdesk.evoting@cdslindia.com. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on. The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ( FAQs ) and e-voting manual available at under help section or write an to helpdesk.evoting@cdslindia.com. By order of the Board For yogakeshmam Loans Ltd., Sd/ Rajesh Kumar.K EVP & Company Secretary 16