L&T Finance : AGM Proceedings

July 28, 2021

National Stock Exchange of India Limited	BSE Limited
Exchange Plaza,	Corporate Relations Department,
Plot No. C/1, G Block,	1st Floor, New Trading Ring,
Bandra - Kurla Complex, Bandra (East),	P. J. Towers, Dalal Street,
Mumbai - 400 051.	Mumbai - 400 001.
Symbol: L&TFH	Security Code No.: 533519

Kind Attn: Head - Listing Department/Dept of Corporate Communications

Sub: Proceedings of the Thirteenth Annual General Meeting

Dear Sir / Madam,

Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed proceedings of the Thirteenth Annual General Meeting ("AGM") of the Company held on Wednesday, July 28, 2021 at 3:00 p.m. through electronic mode (video conference or other audio visual means) and concluded at 4:50 p.m.

We request you to take the aforesaid on records.

Thanking you,

Yours faithfully,

For L&T Finance Holdings Limited

Apurva Rathod

Company Secretary and Compliance Officer

Encl: as above

PROCEEDINGS OF THE THIRTEENTH ANNUAL GENERAL MEETING ("AGM") OF L&T FINANCE HOLDINGS LIMITED ("THE COMPANY") HELD ON WEDNESDAY, JULY 28, 2021 AT 3:00 P.M. THROUGH ELECTRONIC MODE (VIDEO CONFERENCE OR OTHER AUDIO VISUAL MEANS) AND CONCLUDED AT 4:50 P.M.

Present:
Mr. Shailesh Haribhakti	Non-Executive Chairperson (Independent Director) and
	Member
Mr. Dinanath Dubhashi	Managing Director & Chief Executive Officer and Member
Mr. R. Shankar Raman	Non-Executive Director and Member
Mr. P. V. Bhide	Independent Director, Chairperson of Stakeholders
	Relationship Committee and Audit Committee and Member
Mr. Thomas Mathew T.	Independent Director, Chairperson of Nomination and
	Remuneration Committee
Ms. Nishi Vasudeva	Independent Director
Dr. Rajani Gupte	Independent Director
Mr. Prabhakar B.	Non-Executive Director and Member
In Attendance:
Ms. Apurva Rathod	Company Secretary
Leave of Absence:
Mr. Pavninder Singh	Nominee Director
Invitees:	Partner, M/s. Deloitte Haskins & Sells LLP
Mr. Neville Daruwalla
Mr. Shirish Rahalkar	Partner, M/s. B.K. Khare & Co.
Ms. Krupa Joisar	Representative, Practicing Company Secretary, Secretarial
	Auditor
Mr. S. N. Ananthasubramanian	Practicing Company Secretary, Scrutinizer
Group Executive Committee:
Mr. Sunil Prabhune	Chief Executive - Rural & Housing Finance and Group
	Head - Digital, IT and Analytics, L&T Financial Services
	("LTFS")
Mr. Kailash Kulkarni	Chief Executive - Investment Management, LTFS
Mr. Sachinn Joshi	Chief Financial Officer
Mr. Raju Dodti	Chief Executive - Wholesale Finance, LTFS
Mr. Santosh Parab	General Counsel, LTFS
Mr. Tushar Patankar	Chief Risk Officer, LTFS
Mr. Shiva Rajaraman	Chief Executive - L&T Infra Debt Fund Limited
Mr. Abhishek Sharma	Chief Digital Officer, LTFS

1. Ms. Apurva Rathod, Company Secretary walked the Members through instructions for participating in the Thirteenth Annual General Meeting ("AGM") through video conference facility. The facility for appointment of proxies by the Members was not applicable as the AGM was held through video conference and hence the proxy register was not available for inspection. The documents/registers as per the regulatory requirements were available for inspection electronically to the Members requesting for the same.
2. The Company Secretary informed the Members that the Company had provided remote e-voting facility to the Members to exercise their right to vote on the business items transacted at the AGM, by electronic means, between Sunday, July 25, 20201 to Tuesday, July 27, 2021 as stated in the Notice of the AGM.
3. Mr. Shailesh Haribhakti, Chairperson of the Board of Directors of the Company then welcomed the Members who were participating at the AGM through video conference facility held in accordance with the circulars issued by the Ministry of Corporate Affairs. Further, he informed the Members that the Company had taken all feasible efforts under the current circumstances to enable Members to participate through video conference and vote at the AGM. After confirming that the requisite quorum was present through video conference, the Chairperson called the AGM to order and commenced the proceedings.
4. On request by the Chairperson, the other Board Members who were attending the AGM through the video conference facility introduced themselves. The Chairperson informed the Members that due to some exigencies, Mr. Pavninder Singh, Nominee Director of the Company, was unable to attend the AGM. Thereafter, he introduced the Members of Group Executive Committee of the Company (which included the Company Secretary of the Company) who were attending the Meeting over video conference.
5. As part of the Chairperson's address, the Chairperson briefed on the challenges faced by the economy (including the NBFC sector) in recent times, the various measures taken by the Company, the initiatives taken towards ensuring well-being of employees and also provided an update on the Company's performance during FY21 and Q1FY22. Additionally, the journey of the Company in ESG and achievements of the Company, thereof, were highlighted by the Chairperson.
6. The Chairperson informed the Members that the Annual Report and the Notice convening the AGM had been sent through electronic mode and also made available on the website of the Company and the websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited. With the Notice already circulated to all Members, the Notice convening the AGM, the Independent Auditors' Report and the Secretarial Audit Report were taken as read.
7. The Chairperson further informed the Members that those who had not voted through remote e-voting and who participated in the AGM could vote through the e-voting process conducted at the AGM.

1. The Chairperson further informed that Mr. S. N. Ananthasubramanian, Practicing Company Secretary had been appointed as the scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
2. The Chairperson further informed that the results would be declared within 48 hours from the conclusion of the AGM, based on the scrutinizer's report after taking into consideration the votes cast through remote e-voting and votes cast through e-voting at the AGM and the aforesaid would be displayed on the website of the Company and Central Depository Services (India) Limited (the agency appointed for conducting remote e-voting and e-voting at the AGM) post intimation to the stock exchanges.
3. The following business items were transacted at the Meeting and passed with requisite majority.

Sr. No.		Particulars	Type	of
			Resolution
Ordinary	Business:

1. To consider and adopt the audited standalone financial Ordinary statements of the Company together with the report of the

Board of Directors and the Auditors thereon for the financial year ended March 31, 2021 and audited consolidated financial statements of the Company together with the report of the Auditors thereon for the financial year ended March 31, 2021.

2.	To appoint a director in place of Mr. R. Shankar Raman, who Ordinary
	retires by rotation, and being eligible, offers himself for re-
	appointment.

3. To appoint M/s Khimji Kunverji and Co LLP as the Statutory Ordinary Auditors of the Company.

Special Business:

4. To re-appoint Mr. Dinanath Dubhashi as the Managing Ordinary Director and Chief Executive Officer of the Company.

11. The Chairperson then requested the Members who had registered themselves as speakers to ask questions concerning the Annual Report (including the Notice). 14 Members provided comments/asked questions which were answered by the Chairperson and Managing Director and Chief Executive Officer, Mr. Dinanath Dubhashi.

1. The Chairperson further informed that e-voting facility would remain open for 15 minutes post conclusion of the AGM and requested the Members who had not exercised their votes through the remote e-voting facility, to cast their votes through this e-voting facility.
2. The Chairperson thanked the Members and the AGM was concluded at 4:50 p.m.
3. Thereafter, the voting process was concluded.

For L&T Finance Holdings Limited

Apurva Rathod

Company Secretary and Compliance Officer