Induslnd Bank : Notice of NCLT Convened Meeting of Equity Shareholders of IFIL to be held on December 7, 2018

INDUSIND FINANCIAL INCLUSION LIMITED

NOTICE OF MEETING OF THE EQUITY SHAREHOLDERS OF INDUSIND FINANCIAL INCLUSION LIMITED CONVENED AS PER DIRECTIONS OF THE MUMBAI BENCH OF

NATIONAL COMPANY LAW TRIBUNAL

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, COMPANY LAW TRIBUNAL,

MUMBAI BENCH COMPANY SCHEME

APPLICATION NO. 923 of 2018

In the matter of the Companies Act, 2013;

And

In the matter of Application under Sections 230 to 232 and other relevant provisions of the Companies Act, 2013;

And

In the matter of IndusInd Financial Inclusion Limited [CIN: U65999MH2018PLC312539] a company, incorporated under the Companies Act, 2013, having its Registered Office at One Indiabulls Centre, Tower 1, 8th Floor, 841 Senapati Bapat Marg, Elphinstone, Mumbai - 400013, Maharashtra, India;

And

In the matter of the Composite Scheme of Arrangement among Bharat Financial Inclusion Limited and IndusInd Bank Limited and IndusInd Financial Inclusion Limited.

IndusInd Financial Inclusion Limited [CIN: U65999MH2018PLC312539], a company, incorporated under the Companies Act, 2013, having its Registered Office at One Indiabulls Centre, Tower 1, 8th Floor, 841 Senapati Bapat Marg, Elphinstone, Mumbai- 400013, Maharashtra, India.

) ) ) ) ) )

…Applicant Company/

Transferee Company

NOTICE CONVENING MEETING OF THE

EQUITY SHAREHOLDERS OF INDUSIND FINANCIAL INCLUSION LIMITED

To,

All Equity Shareholders of IndusInd Financial Inclusion Limited (the "Applicant Company"):

NOTICE is hereby given that by an Order dated October 31, 2018, the Mumbai Bench of the National Company Law Tribunal ("NCLT", and such order, the "Order") in the above mentioned Company Scheme Application has directed a meeting of Equity Shareholders of the Applicant Company to be held for the purpose of considering, and if thought fit, approving the Composite Scheme of Arrangement proposed to be made among Bharat Financial Inclusion Limited ("BFIL") and IndusInd Bank Limited ("Bank"), and IndusInd Financial Inclusion Limited and the Applicant Company pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act") (the "Scheme" or "Scheme of Arrangement").

In pursuance of the said Order and as directed therein, further Notice is hereby given that a meeting of Equity Shareholders of the Applicant Company will be held at the Board Room, One Indiabulls Centre, Tower 1, 8th Floor, 841, Senapati Bapat Marg, Elphinstone, Mumbai - 400013, Maharashtra, India at 4.00 p.m. ("Tribunal Convened Meeting" or "Meeting"), at which place, date and time, the Equity Shareholders are requested to attend.

Copies of the said Scheme and of the Explanatory Statement and other Annexures under Sections 230 to 232 read with Section 102 of the Act can be obtained free of charge at the Registered Office of the Applicant Company at One Indiabulls Centre, Tower 1, 8th Floor, 841, Senapati Bapat Marg, Elphinstone, Mumbai - 400013, Maharashtra, India. Persons entitled to attend and vote at the Tribunal Convened Meeting, may vote in person or by proxy, provided that all proxies in the prescribed form are deposited at the Registered Office of the Applicant Company not later than 48 hours before the aforesaid Tribunal Convened Meeting.

Proxy Forms are available at the Registered Office of the Applicant Company and at the offices of its Advocates, Cyril Amarchand Mangaldas, Advocates & Solicitors, 5th Floor, Peninsula Chambers, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400013, Maharashtra, India.

The NCLT has appointed Mr. Sanjay Asher, Practising Advocate and Solicitor, Senior Partner, M/s. Crawford Bayley & Co. and failing him, Mr. Vishal Phal, Practicing Advocate as the Chairperson of the said Tribunal Convened Meeting. The above mentioned Scheme of Arrangement, if approved at the Tribunal Convened Meeting, will be subject to the subsequent approval of the NCLT.

TAKE NOTICE that the following Resolution is proposed under Section 230(3) and other applicable provisions of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), the provisions of the Memorandum of Association and Articles of Association of the Applicant Company for the purpose of considering, and if thought fit, to assent / dissent for the following Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013, and any other applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof, for the time being in force) read with the Companies (Compromises, Arrangements and Amalgamations), Rules, 2016 and other Rules, Circulars and Notifications made thereunder as may be applicable and relevant provisions of other applicable laws, the provisions of the Memorandum of Association and Articles of Association of IndusInd Financial Inclusion Limited, and subject to the approval of the Mumbai Bench of the National Company Law Tribunal such other approvals, permissions and sanctions of Regulatory or Governmental and other Authorities or Tribunal, as may be necessary, and subject to such conditions and modifications as may be prescribed or imposed by the Mumbai Bench of the National Company Law Tribunal, or by any Regulatory or other Authorities or Tribunal, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of IndusInd Financial Inclusion Limited (hereinafter referred to as the "Board", which term shall be deemed to mean and include one or more committee(s) constituted / to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the proposed Arrangement embodied in the Composite Scheme of Arrangement between IndusInd Bank Limited, a Public Limited, Listed Company, having its Registered Office at 2401, General Thimmayya Road, East Street, Pune - 411 001, Maharashtra, Bharat Financial Inclusion Limited, Public Limited, Listed Company having its Registered Office at Unit No. 410, "Madhava", Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051, IndusInd Financial Inclusion Limited, a Public Limited Company having its Registered Office at One Indiabulls Centre, Tower 1, 8th Floor, 841 Senapati Bapat Marg, Elphinstone, Mumbai - 400 013 and their respective Shareholders and Creditors ("Scheme") placed before this meeting and initialed by the Company Secretary for the purpose of identification, be and is hereby approved with or without modification and for conditions, if any, which may be required and / or imposed and / or permitted by the Mumbai Bench of the National Company Law Tribunal while sanctioning the Scheme and / or by any Governmental Authority;

"RESOLVED FURTHER THAT for the purpose of giving effect to the above Resolution and for removal of any difficulties or doubts, the Board and the Company Secretary of IndusInd Financial Inclusion Limited be and are hereby severally authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper, and to settle any questions or difficulties or doubts that may arise, including passing of such accounting entries and /or making such adjustments in the books of accounts as considered necessary to give effect to the above Resolution, settling of any questions or difficulties arising under theScheme or in regard to and of the meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, or to review the position relating to the satisfaction of various conditions of the Scheme and if necessary, to waive any of those, and to do all acts, deeds and things as may be necessary, desirable or expedient for carrying the Scheme into effect or to carry out such modifications / directions as may be required and / or imposed and / or permitted by the Mumbai Bench of the National Company Law Tribunal while sanctioning the Scheme, or by any Government Authorities, or to approve withdrawal (and where applicable, re-filing) of the Scheme at any stage for any reason including in case any changes and / or modifications suggested / required to be made in the Scheme or any condition suggested, required or imposed, whether by any Shareholder, Creditor, the Reserve Bank of India, the Securities and Exchange Board of India, the Competition Commission of India, the National Company Law Tribunal, and / or any other authority, are in its view not acceptable to IndusInd Financial Inclusion Limited, and / or if the Scheme cannot be implemented otherwise, and to do all such acts, deeds and things as it may deem necessary and desirable in connection therewith and incidental thereto."

A copy of the Explanatory Statement under Sections 230(3) and 102 of the Act read with Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ("Merger Rules") along with copy of the Scheme and other Annexures including Proxy Form and Attendance Slip, are enclosed herewith.

The Applicant Company shall be providing its Shareholders the facility to vote on the Scheme by Ballot at the venue of the Meeting to be held on Friday, December 7, 2018.

Dated : November 3, 2018 Place: Mumbai

Sd/-

Sanjay Asher

Chairperson appointed for the MeetingRegistered Office:

IndusInd Financial Inclusion Limited CIN: U6599MH2018PLC312539

One Indiabulls Centre, Tower 1, 8th Floor, 841 Senapati Bapat Marg, Elphinstone, Mumbai - 400 013, Maharashtra, India.

Notes:

• 1. AN EQUITY SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY / PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND SUCH A PROXY / PROXIES SO APPOINTED NEED NOT BE AN EQUITY SHAREHOLDER OF THE APPLICANT COMPANY. THE PROXY FORM DULY COMPLETED, STAMPED AND SIGNED SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE APPLICANT COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR THE AFORESAID MEETING.

• 2. A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total Share Capital of the Applicant Company carrying voting rights. An Equity Shareholder holding more than ten percent, of the total share capital of the Applicant Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or equity shareholder.

• 3. All alterations made in the Proxy Form should be initialed.

• 4. A minor cannot be appointed as a proxy.

• 5. The Proxy Form can be obtained free of charge at the Registered Office of the Applicant Company - One Indiabulls Centre, Tower 1, 8th Floor, 841 Senapati Bapat Marg, Elphistone, Mumbai - 400 013, Maharashtra, India and / at the offices of its Advocates, Cyril Amarchand Mangaldas, Advocates & Solicitors, 5th Floor, Peninsula Chambers, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013, Maharashtra, India.

• 6. During the period beginning 24 (twenty four) hours before the time fixed for the commencement of the Meeting and ending with the conclusion of the Meeting, an Equity Shareholder would be entitled to inspect the proxies lodged at any time during the business hours of the Applicant Company, provided that not less than 3 (three) days of Notice in writing is given to the Applicant Company.

• 7. The proxy of a member who is blind or incapable of writing will be accepted if such member has attached his / her signature or mark thereto in presence of a witness who has signed the proxy form and added his / her description and address: provided that all insertions have been made by the witness at the request and in the presence of the member before the witness attached his / her signature or mark.

• 8. The proxy of a member who does not know English maybe accepted if it is executed in the manner prescribed in Note No. 7, and the witness certifies that it was explained to the member in the language known to him / her, and gives the member's name in English below the signature.

• 9. No instrument shall be valid unless it is signed by the Equity Shareholder or by his / her Attorney duly authorised in writing or, in the case of joint holders, it is signed by the Equity Shareholder first named in the Register of Members or his / her Attorney duly authorized in writing.

• 10. The Notice, together with the documents accompanying the same, is being sent to all the Equity Shareholders by permitted mode whose names appear in the Register of Members as on the close of business hours on Friday, October 26, 2018 and shall be eligible to avail the facility of voting through ballot at the venue of the Meeting.

  The voting rights of an Equity Shareholder shall be in proportion to such Equity Shareholder's Equity Shareholding as on Friday, October 26, 2018. A person who is not a Member as on cut-off-date should treat the Notice for information purposes only.

• 11. The Shareholder or his / her Proxy is requested to bring a copy of the Notice of the Meeting along with the Attendance Slip duly completed and signed for admission into the meeting hall.

• 12. In case of joint holders attending the Meeting, the holder whose name stands first, in the Register of Members and in his / her absence by the next named holder of the Applicant Company in respect of such joint holding, shall be entitled to vote.

• 13. In case of a Body Corporate, its Authorized Representative may attend and vote; provided a Certified True Copy of the Resolution of the Board of Directors or other Governing Body of the body corporate authorizing such representative to attend and vote at the said meeting is deposited at the Registered Office of the Applicant Company at least 48 (forty eight) hours before the time fixed for the meeting.

  Further, the Authorized Representative and any persons voting by proxy are requested to carry a copy of valid proof of identity at the meeting as PAN Card, Passport, AADHAR Card or Driving License.

• 14. The quorum of the Meeting shall be 5 (five) Equity Shareholders of the Applicant Company, present in person.

• 15. The Notice convening the aforesaid Tribunal Convened Meeting will be published through advertisement in 'Indian Express' in English language and in 'Loksatta' in Marathi language (both in Mumbai edition).

• 16. All documents referred to in the Notice and Explanatory Statement will be available for inspection at the Applicant Company's Registered Office between 10.00 a.m. to 1.00 p.m. on the working days till the date of the Meeting.

• 17. The Tribunal has appointed Mr. Bhaskar Soman, Practicing Company Secretary [Membership No. FCS 2481 and CP: 3072] and in his absence him Ms. Malati Kumar, Practicing Company Secretary [Membership No. ACS 15508 and CP: 10980], as the Scrutinizer for the Meeting to scrutinize votes cast at the Meeting in a fair and transparent manner.

  The Scrutinizer will submit his Report to the Chairperson of the Meeting after scrutinizing the voting made by Members.

• 18. The Results, together with Scrutinizer's Report, will be announced on or before Monday, December 10, 2018.

• 19. The Route Map of the venue of the Meeting is provided at the end of the Notice. The prominent landmark for the venue is 'Elphinstone Railway Station'.

Encl: As above