Notice of EGM

NOTICE is hereby given that the Extraordinary General meeting of the Members of
Edelweiss Retail Finance Limited (“the Company”) will be held on Wednesday, November
3, 2021 at 3.00 PM at the Corporate Office of the Company situated at Edelweiss House, Off
C.S.T. Road, Kalina, Mumbai – 400 098 to transact the following business: -
SPECIAL BUSINESS
1. Appointment of Statutory Auditor to fill casual vacancy
To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:-
“RESOLVED THAT pursuant to the provisions of section 139 and 142 of the Companies Act,
2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory
modification or amendment thereto or re-enactment thereof for the time being in force) and
all other applicable laws, if any, M/s. G. D. Apte & Co. (Firm Registration No.: 100515W), be
and are hereby appointed as the Statutory Auditors of the Company on such remuneration
and out of pocket expenses as may be determined by the Board, to fill the casual vacancy in
the office of Company’s Statutory Auditor caused due to resignation of the existing Statutory
Auditors, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No.
100515W) and they shall hold the till the conclusion of 25th Annual General Meeting to be
held in the year 2022 and for a further period of two (2) years, from the conclusion of the 25th
Annual General Meeting till the conclusion of the 27th Annual General Meeting of the
Company to be held in the year 2024.
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby
authorized to do all such acts, deeds and things including fixing the remuneration in
consultation with the Statutory Auditors, which may be deemed necessary and expedient to
give effect to this resolution.”
For and on behalf of the Board of Directors

Edelweiss Retail Finance Limited
Digitally signed by JIGNESH
JIGNESH MANHAR MANHAR GAGLANI
GAGLANI Date: 2021.11.02 18:03:37
+05'30'
Jignesh Gaglani
Company Secretary
Place: Mumbai
Date: 01/11/2021

Corporate Identity Number: U67120MH1997PLC285490
Registered Office : Tower 3, Wing ‘ B’, Kohinoor City Mall , Kohinoor City, Kirol Road, Kurla (west), Mumbai – 400070,
Maharashtra;  +91 22 4272 2200
Corporate Office: Edelweiss House, Off. C.S.T Road, Kalina, Mumbai-400098, Maharashtra  +91 22 4009 4400 Fax: +91 22 4019 4925
www.edelweissretailfin.com
Notes:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS
ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD
OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. PROXY
SHALL NOT VOTE EXCEPT ON A POLL. A PERSON CAN ACT AS
PROXY FOR AND ON BEHALF OF A MAXIMUM OF FIFTY (50)
MEMBERS NOT HOLDING, IN AGGREGATE, MORE THAN TEN
PERCENT OF THE TOTAL PAID-UP SHARE CAPITAL OF THE
COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING
MORE THAN TEN PERCENT OF THE TOTAL PAID-UP SHARE CAPITAL
OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A
SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS
PROXY FOR ANY OTHER PERSON OR SHAREHOLDER. A PROXY
FORM FOR THE EXTRAORDINARY GENERAL MEETING ('EGM') IS
ENCLOSED HEREWITH. THE INSTRUMENT APPOINTING PROXY
SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE
COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE
COMMENCEMENT OF THE MEETING.
2. The Explanatory Statement pursuant to Section 102 of the Companies Act,

2013, in respect of the special business is annexed hereto and forms part of the
notice.
3. Corporate Members intending to send their Authorized Representative to

attend the Meeting are requested to send a duly certified copy of the Board
Resolution authorizing their representative to attend and vote at the General
Meeting.
4. Members / Proxies should fill in the attendance slip for attending the Meeting.
Proxies form as prescribed under the Companies Act, 2013 is enclosed.
5. All documents referred to in the accompanying Notice and Explanatory

Statement are open and available for inspection at the Registered Office of the
Company on all working days between 11:00 a.m. and 1:00 p.m., up to the date
of this Meeting. The aforesaid documents will also available for inspection at
the General Meeting.
6. The route map showing directions to reach the venue of the General meeting
is annexed.

Maharashtra;  +91 22 4272 2200
EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO
SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 1:-
Pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of
the Companies Act, 2013 (“the Act”) and the Companies (Audit and Auditors) Rules, 2014, as
amended, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration
No.:301003E/E300005) was appointed as the Statutory Auditors of the Company by the
Members at the 21st Annual General Meeting for a term of 5 (Five) years i.e. from the
conclusion of 21st (Twenty fist) Annual General Meeting till the conclusion of 26th Annual
General Meeting of the Company.
Further, the Reserve Bank of India (“RBI”) issued a Notification RBI/2021-22/25 Ref. No. DoS.
CD.ARG/SEC.01/08.91.001/2021-22 dated 27th April 2021 (‘Notification’) for appointment of
Statutory Central Auditors (SCAs)/Statutory Auditors (“Statutory Auditors") of Commercial
Banks (excluding RRBs), UCBs and NBFCs (including HFCs) (“RBI Guidelines”).
As per the requirement of the aforesaid guidelines, the Company can appoint Statutory
Auditors for a continuous period of maximum three years, subject to the firms satisfying the
eligibility norms on a continuous basis. Further, the Audit Firms completing tenure of three
financial years in the NBFC are not eligible to continue to hold office as Statutory Auditors of
the NBFC. Since the RBI Guidelines are being implemented for the first time for NBFCs from
Financial Year 2021-22 and in order to ensure that there is no disruption, the RBI has given
flexibility to NBFCs to appoint new Statutory Auditors in the second half of the financial year
ending March 31, 2022.
M/s. S. R. Batliboi & Co. LLP, the existing Statutory Auditors of the Company have already
completed audit for a continuous period of three years and are now ineligible to continue as
Statutory Auditors of the Company in terms of the RBI Guidelines for the financial year
ending 31st March 2022. M/s. S. R. Batliboi & Co. LLP has vide letter dated August 3, 2021
informed their ineligibility to continue as the Statutory Auditors of the Company in terms of
the aforesaid RBI Guidelines and have accordingly resigned.
To comply with the aforesaid RBI Guidelines and the provisions of Act, the Board of Directors
have appointed M/s. G. D. Apte & Co., Chartered Accountants (Firm Registration No.
100515W) as the Statutory Auditor of the Company, subject to shareholders approval, to hold
the office till the conclusion of 25th Annual General Meeting to be held in the year 2022 and
for a further period of two (2) years, from the conclusion of the 25th Annual General Meeting
till the conclusion of the 27th Annual General Meeting of the Company to be held in the year
2024.

Maharashtra;  +91 22 4272 2200
M/s. G. D. Apte & Co., Chartered Accountants, have consented to the said appointment and
confirmed that their appointment, if made will be within the limits specified under section
141(3)(g) of the Act and will be in compliance with the eligibility criteria / requirements
specified under the Companies Act, 2013 and the RBI Guidelines.
The change / appointment of Statutory Auditors of the Company is to comply with RBI
Guidelines and for no other reasons.
Brief profile and credentials of M/s. G. D. Apte & Co. are as under
G.D. Apte & Co., Chartered Accountants is one of the oldest and most reputed Audit and
Advisory firms in India with offices in Mumbai, Pune and Chennai. The firm celebrated 2017-
18 as its Diamond Jubilee Year. Team GDA comprises more than 200 professionals comprising
of Chartered Accountants, Legal Experts, Banking Experts, Management Graduates and
Company Secretaries, amongst others as well as 40+ Associate Technical
Consultants with extensive experience across various industries. The firm is involved in
carrying out professional assignments in the areas of Auditing & Assurance - including
Statutory & Internal Audits, Direct Taxation, Indirect Taxation, Forensic Audits. The Firm is
empaneled with Comptroller & Auditor General of India (CAG), Reserve Bank of India (RBI),
Securities & Exchange Board of India, Insurance Regulatory & Development Authority
(IRDA), Indian Banks’ Association (for Forensic Audit and as Agency for Specialised
Monitoring {ASM}) and Department of Co-opearion Maharashtra.
Appointment of Statutory Auditors due to casual vacancy requires the approval of

shareholders. Hence, the Board recommends this resolution set out in Item No. 1 as an
Ordinary Resolution for approval of the Members.
None of the Directors, Key Managerial Personnel of the Company and their relatives are, in
any way, concerned or interested, financially or otherwise, in the Resolution, as set out at Item
No. 1 of the Notice.
For and on behalf of the Board

JIGNESH Digitally signed by JIGNESH
MANHAR MANHAR GAGLANI
Date: 2021.11.02 18:04:10 +05'30'
GAGLANI
Jignesh Gaglani
Company Secretary
Place: Mumbai
Date: 01/11/2021

Maharashtra;  +91 22 4272 2200
ATTENDANCE SLIP
(To be handed over at the entrance of the meeting hall)
Full name of the Member attending (in block

letters):__________________________________
Name of the Proxy: _______________________________________________

(To be filled in, if the proxy form has been duly deposited with the Company)
I hereby record my presence at the Extra Ordinary General Meeting of the Company to
be held on November 3, 2021 at 3.00pm at Corporate Office of the Company at Edelweiss
House, Off C.S.T. Road, Kalina, Mumbai - 400 098, India.
No. of Shares held : ____________________________
DP ID/Client ID No. : ____________________________
Regd. Folio No. : ____________________________
Member’s/Proxy’s Signature : ____________________________
• Only Member/Proxy holder can attend the Meeting.

• Member/Proxy holder should bring his/her copy of the Notice and/or Annual
Report for reference at the Meeting.
Signed this ______day of _______________, 2021

Maharashtra;  +91 22 4272 2200
PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
Name of the Members(s):______________________________________________________

Registered address: ___________________________________________________________ E-
mail Id: __________________________________________________________________
Folio No. / Client ID No.:_____________________ DP ID No. _______________________
I/ We, being the member(s) holding _______ Equity Shares of the above named Company
hereby appoint:
1. Name: _________________________________ Email Id: _____________________ Address:
_____________________________________________________________ Signature:
_________________________________________ or failing him/her

_____________________________________________________________ Signature:
_________________________________________ or failing him/her

_____________________________________________________________ Signature:
_________________________________________
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the
Extra Ordinary General Meeting of the Company to be held on November 3, 2021 at
3.00pm at Corporate office of the Company at Edelweiss House, Off C.S.T. Road, Kalina,
Mumbai - 400 098, India and at any adjournment thereof in respect of such resolution as
indicated below:
Sr. No. Particulars of Motion

1. Appointment of Statutory Auditors of the Company.
Signed this ____ day of ______________2021

Signature of shareholder ________________________________ Affix
Signature of Proxy holder(s) _____________________________ Revenue
Stamp

Maharashtra;  +91 22 4272 2200
Note:
1. This Form in order to be effective should be duly completed and deposited at the
Corporate Office of the Company at Edelweiss House, Off C.S.T. Road, Kalina,
Mumbai - 400 098, India, not less than 48 hours before the commencement of the
Meeting.
2. A member entitled to attend and vote is entitled to appoint proxy to attend and
vote instead of himself
ROAD MAP FOR THE VENUE OF THE GENERAL MEETING OF EDELWEISS RETAIL
FINANCE LIMITED
EGM Venue - Edelweiss House, Off. C.S.T Road, Kalina, Mumbai- 400 098
Prominent Landmark: University of Mumbai, Kalina.

Maharashtra;  +91 22 4272 2200
Maharashtra;  +91 22 4272 2200

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NOTICE is hereby given that the Extraordinary General meeting of the Members of

1. Appointment of Statutory Auditor to fill casual vacancy

For and on behalf of the Board of Directors

Edelweiss Retail Finance Limited

2. The Explanatory Statement pursuant to Section 102 of the Companies Act,

3. Corporate Members intending to send their Authorized Representative to

5. All documents referred to in the accompanying Notice and Explanatory

Edelweiss Retail Finance Limited

Item No. 1:-

Edelweiss Retail Finance Limited

Appointment of Statutory Auditors due to casual vacancy requires the approval of

For and on behalf of the Board

Edelweiss Retail Finance Limited

(To be handed over at the entrance of the meeting hall)

Full name of the Member attending (in block

Name of the Proxy: _______________________________________________

No. of Shares held : ____________________________

DP ID/Client ID No. : ____________________________

Regd. Folio No. : ____________________________

Member’s/Proxy’s Signature : ____________________________

• Only Member/Proxy holder can attend the Meeting.

Signed this ______day of _______________, 2021

Edelweiss Retail Finance Limited

Name of the Members(s):______________________________________________________

Folio No. / Client ID No.:_____________________ DP ID No. _______________________

2. Name: _________________________________ Email Id: _____________________ Address:

3. Name: _________________________________ Email Id: _____________________ Address:

Sr. No. Particulars of Motion

Signed this ____ day of ______________2021

Edelweiss Retail Finance Limited

Prominent Landmark: University of Mumbai, Kalina.

Edelweiss Retail Finance Limited

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Signed this day of _________, 2021

Folio No. / Client ID No.:_ DP ID No. ___

2. Name: _____________ Email Id: _ Address:

3. Name: _____________ Email Id: _ Address:

Signed this day of __________2021