L&T Finance : AGM Proceedings

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7

August 29,2017

National Stock Exchange of India Limited SSE Limited

Exchange Plaza, Corporate Relations Department,

Plot No. C/1,G Block, 1stFloor, 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 I Dept of Corporate Communications

Sub: Proceedings of the Ninth Annual General Meeting Dear Sirl 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 ("Listing Regulations"), please find enclosed proceedings of the Ninth Annual General Meeting ("AGM") of the Company held on Monday, August 28, 2017 at 3.00 p.m. at St. Andrew's Auditorium, St. Dominic Road, Bandra (West), Mumbai - 400 050 and concluded at 4.15 p.m.

Further, please find enclosed presentation made at the AGM. We request you to take the aforesaid on records.

Thanking you, Yours faithfully,

For L& T Finance HOldings Limited

~'¥?

Apurva Rathod

~ompany Secretary and Compliance Officer Encl: as above

LaT Finance Holdings LImIted RegIstered Office

City 2, Plot No. 177 Brindavan. Plot No. 177. C.S.TRoad

Vidyanagarl Marg, CSTRoad Kalina. Santacruz (East) T [phone] Kalina,Santacruz (East) Mumbai 400 098, Maharashtra. India F [phone]

Mumbai 400 098 ON: L67120MH2008PLC181833 E igrcOlris.comwww.ltfs.com

eL&T FinancialServicm

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PROCEEDINGS OF THE NINTH ANNUAL GENERAL MEETING ("AGM") OF L&T FINANCE HOLDINGS LIMITED ("THE COMPANY") HELD ON MONDAY, AUGUST 28, 2017 AT 3.00 P.M. AT ST. ANDREW'S AUDITORIUM, ST. DOMINIC ROAD, BANDRA (WEST), MUMBAI- 400050 AND CONCLUDED AT 4:15 P.M.

Present:

Mr. S. V. Haribhakti Non-Executive Chairperson (Independent Director),

Chairperson of Audit Committee 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 Member

Mr. B. V. Bhargava Independent Director and Member

Mr. Thomas Mathew T. Independent Director, Chairperson of Nomination and Remuneration Committee

Ms. Nishi Vasudeva Independent Director

Mr. Pavninder Singh Nominee Director

In Attendance:

Ms. Apurva Rathod Company Secretary

Leave of Absence:

Mr. Harsh Mariwala Independent Director and Member

Ms. Vaishali Kasture Independent Director

Invitees:

Mr. Ravi Kapoor Partner, MIs. B.K. Khare & Co.

Mr. Sanjiv Pilgaonkar Partner, MIs. Deloitte Haskins & Sells LLP

Ms. Naina R. Desai Practicing Company Secretary, Secretarial Auditor Mr. S. N. Ananthasubramanian Practicing Company Secretary, Scrutinizer

Management Team:

Mr. Kailash Kulkarni Chief Executive -Investment Management Mr. Sachinn Joshi Chief Financial Officer

Mr. Sunil Prabhune Chief Executive - Rural Finance and Chief Human Resource

Officer

Mr. Raju Dodti Group Head - Legal, Compliance, Corporate Communication and Facilities &Channel Management

Mr. Manoj Shenoy Chief Executive - Wealth Management

Mr. Virender Pankaj Chief Executive - Wholesale Finance

Mr. Srikanth JR Chief Executive - Housing Finance

Mr. Abhishek Sharma Group Head - Strategy

1. Mr. S. V. Haribhakti, Chairperson of the Board of Directors of the Company welcomed the Members who were present in personlproxy and after confirming the requisite quorum called the AGM to order and commenced the proceedings.

2. The Chairperson introduced Mr. Dinanath Dubhashi, Managing Director & Chief Executive Officer of the Company. Further, he introduced other Board members who .were present at

LltT Finance Holdings Limited Registered Office

City 2, Plot No. 177 Brindavan, Plot No. 177, C.S.TRoad

Vidyanagarl Marg. CSTRoad Kalina. Santacruz (East) T [phone] Kalina, Santacruz (East) Mumbai 400 098, Maharashtra, India F [phone]

Mumbai 400 098 CIN:l67120MH2oo8PlC181833 E igrcOltfs.comwww.Jtfs.com

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the AGM including the Directors who joined the Board since the last AGM and also informed the Members that due to some exigencies two Board members were unable to attend the AGM. Thereafter, Mr. Dubhashi introduced the Management team of the Company.

3. The Chairperson informed the Members that the Register of Directors & Key Managerial Personnel, Proxy Register as required under the Companies Act 2013, Memorandum of Association, Articles of Association and the format of letter of appointment for Independent Directors were available for inspection by the Members. With the permission of the Members present, the Notice of the AGM, the Independent Auditors' Report and the Secretarial Audit Report were taken as read.

4. The Chairperson delivered his speech and thereafter Mr. Dubhashi made a presentation on the strategy and achievements of the Company.

5. The Chairperson further 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 Friday, August 25. 2017 and Sunday, August 27, 2017 in proportion to their shareholding as on the cut-off date Le. Monday, August 21,2017.

6. The Chairperson further informed the Members that those who had not voted through electronic means could vote through the ballot paper process to be conducted as per the requirements of the Companies Act, 2013 and the rules made thereunder.

7. The Chairperson further informed that Mr. S. N. Ananthasubramanian. Practicing Company Secretary had been appointed as the scrutinizer to scrutinize the remote e-voting and ballot paper process in a fair and transparent manner. Prior to the commencement of ballot paper process. the Chairperson requested display of the empty ballot box to the Members present. The ballot box was then sealed in their presence.

8. The Chairperson further requested the Members, who had not exercised their votes through the remote e-voting facility. to cast their votes through ballot paper and deposit the forms into the ballot box. He also added that the voting could be done, at the choice of the Members, immediately, or after the conclusion of the question and answer session.

9. The Chairperson further informed that results would be declared within 48 hours from the conclusion of the AGM, based on scrutinizer's report after taking into consideration the votes cast through remote e-voting and votes cast through ballot paper 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) post intimation to the stock exchanges.

10. The Chairperson. thereafter. took up the following resolutions as set out in the Notice of the AGM one by one. which were proposed and seconded by the Members.

LSrT Finance Holdings Umlted RegIstentcI Office

City 2, Plot No. 177 8rindavan, Plot No. 177, C.S.T Road

Vidyanagarl Marg, CST Road Kalina, Santacruz (East) T [phone] Kalina, Santacruz (East) Mumbal 400 098, Maharashtra, India F [phone]

Mumbai 400 098 CIN: L67120MH2008PLC181833 E igrCOItfs.comwww.ltfs.com

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Sr. Particulars Type of

No. Resolution

Ordinary Business:

1. Adoption of audited standalone financial statements and the reports of Ordinary the Board of Directors and Auditors thereon and audited consolidated

financial statements and the report of the Auditors thereon for the financial year ended March 31, 2017.

2. Declaration of dividend on Eauitv Shares. Ordinary

3. Appointment of Mr. R. Shankar Raman, who retires by rotation and Ordinary being eligible. offers himself for re-appointment.

4. Ratification of appointment of Mis. B. K. Khare & Co., Chartered Ordinary Accountants and Mis. Deloitte Haskins & Sells LLP, Chartered Accountants, as Joint Statutory Auditors of the Company.

Special Business:

5. Appointment of Ms. Nishi Vasudeva as an Independent Director of the Ordinary Company.

6. Appointment of Ms. Vaishali Kasture as an Independent Director of the Ordinary ComDanv.

7. Appointment of Mr. Pavninder Singh as the Nominee Director of the Ordinary Company.

8. Issuance of Non-Convertible Debentures IBonds on a private Special placement basis.

9. Issuance of Cumulative Compulsorily Redeemable Non-Convertible Special Preference Shares by way of public offer or on a private placement

basis.

11. The Chairperson then requested the Members present to ask questions concerning the Annual Report (including the Notice). Of the Members present, 5 Members asked questions which were answered by the Chairperson and Mr. Dubhashi.

12. The Chairperson thanked the Members and the AGM was concluded at 4.15 p.m.

13. Thereafter the ballot process was concluded. For L& T Finance Holdings Limited

Apurva Rathod

cf"panySecretary and Compliance OfIicer

LlrT Finance Holdings UmitedRegistered OffIce

City 2, Plot No. 177 Brindavan, Plot No. 177, C.S.T Road

Vidyanagari Marg, CST Road Kalina, Santacruz (East) T [phone] Kalina, Santacruz (East) Mumbai 400 098, Maharashtra, India F [phone]

Mumbai 400 098 CIN: L67120MH2ooBPLC181833 E igrcOltfs.comwww.ltfs.com