Notice of 40th AGM to members of Five Star Business Finance Ltd. - 13th September, 2024

22 August 2024

Notice is given that the 40th Annual General Meeting (AGM) of Five-Star Business Finance Limited will be held on Friday, September 13, 2024, at 11:00 am IST via Video Conferencing (VC) and Other Audio-Visual Means (OAVM) to conduct the following business:

Ordinary Business:

• To receive, consider, and adopt the audited financial statements of the Company for the financial year ended March 31, 2024, together with the reports of the Directors and Auditors thereon.

• To appoint a director in place of Mr. Thirulokchand Vasan (holding DIN: 07679930) who retires by rotation and is eligible has offered himself for re-appointment.

• Appointment of Statutory Auditors
  

​RESOLVED THAT M/s Deloitte Haskins & Sells, Chennai, Chartered Accountants (FRN: 008072S), be appointed as the Statutory Auditors of the Company for three consecutive financial years (2024-25, 2025-26, and 2026-27), starting from the date of this resolution until the conclusion of the 43rd Annual General Meeting, subject to their eligibility each year, as per the provisions of the Companies Act, 2013, and RBI guidelines.

Special Business:

• Approval of remuneration of Mr. Lakshmipathy Deenadayalan (holding DIN: 01723269), Chairman & Managing Director along with approval for overall maximum managerial remuneration

• Appointment of Mr Rangarajan Krishnan (holding DIN: 07289972) as Joint Managing Director of the Company and fixing remuneration along with approval for overall maximum managerial remuneration.

• Appointment of Mr Srikanth Gopalakrishnan (holding DIN: 10636810) as Joint Managing Director of the Company and fixing remuneration along with approval for overall maximum managerial remuneration.

• Fixing of borrowing limits for the Company
  

​RESOLVED THAT by Section 180(1)(c) of the Companies Act, 2013, and other applicable laws, the Company grants approval to the Board of Directors (including any committee the Board may authorize for this purpose) to borrow funds up to INR 10,000 Crores (Ten Thousand Crores) at any time, including through loans, advances, credit facilities, or the issuance of debentures/bonds, from various financial institutions, banks, NBFCs, or any other permitted sources, whether secured or unsecured.

• Creation of Charges on the assets of the Company

​RESOLVED THAT under Section 180(1)(a) of the Companies Act, 2013, and other applicable laws, the Board of Directors (including any authorized committee) is approved to create charges, mortgages, or hypothecation on any or all of the Company’s assets, both present and future, to secure loans, borrowings, credit facilities, or debt instruments, up to a limit of INR 10,000 Crores (Ten Thousand Crores). This includes terms agreed with lenders, debenture holders, and other credit providers, covering all related payments and obligations.

• Offer/invitation to subscribe to Non-Convertible Debentures (NCDs) on a private placement basis

RESOLVED THAT under Sections 42 and other applicable provisions of the Companies Act, 2013, and relevant rules, regulations, and guidelines, the Board of Directors (including any authorized committee) is approved to issue and offer non-convertible debentures (NCDs) up to INR 2,500 Crores (Two Thousand Five Hundred Crores) on a private placement basis. The Board is authorized to determine the terms, conditions, and timing of the issuance, as well as how the proceeds will be used, in the best interest of the Company.

• Issue of Share warrants on a Preferential basis
  

​RESOLVED THAT following compliance with Sections 42 and 62(1)(c) of the Companies Act 2013 and relevant rules, as well as SEBI regulations and stock exchange requirements, approval is granted to issue 4,10,000 share warrants, each priced at INR 1.00 with a premium of INR 769.00, totaling INR 31,57,00,000. These warrants, which are convertible into 4,10,000 equity shares, may be exercised in one or more tranches over the next 18 months. The issuance will be on a preferential basis according to the terms set out in the explanatory statement and any other conditions determined by the Board while complying with applicable laws and regulations.

Name of the Proposed Allottee	No of warrants
Mr Lakshmipathy Deenadayalan	Upto 2,60,000
Mr Rangarajan Krishnan	Upto 1,00,000
Mr Srikanth Gopalakrishnan	Upto 50,000