Notice of AGM to the members of S.M.I.L.E Microfinance Limited - 16th August, 2024

26 July 2024

The 29th Annual General Meeting of S.M.I.L.E. Microfinance Limited (“the Company”) will occur on Friday, August 16, 2024, at 4:30 p.m. IST. The meeting will be held via video conferencing (“VC”) or other audio-visual means (OAVM). The purpose of the meeting is to conduct the following business:

ORDINARY BUSINESS:

• To receive, consider, and adopt the Audited Financial Statements of the Company for the Financial Year Ended 31st March 2024, along with the schedules and notes to accounts annexed to it and together with the reports of directors and auditors thereon.
  
• To re-appoint Mr. J Bradley Swanson (DIN: 02872123), as a director, who retires by rotation and is eligible and offers himself for re-appointment.
  

​SPECIAL BUSINESS:

• ​To fix the remuneration of Mr. V. T. Prabakaran, Chief Financial Officer and Managing Director of the Company.

​They resolve that, as allowed by the Companies Act, 2013, including any amendments, the Members approve the monthly payment of Rs. 2,89,190/- (Rupees Two Lakhs Eighty-Nine Thousand One Hundred and Ninety only) to Mr. V.T. Prabakaran (PAN: AKOPP2826M), Chief Financial Officer and Managing Director of the Company. This is for his successful implementation of the company’s plans.

• ​To consider and approve the Voluntary Winding Up of the Company
  

1. ​The liquidation process will be considered to have started from the date of this resolution.
2. The company will stop its regular business operations from the date of this resolution, except for activities necessary for winding up its business. The company will continue to exist until it is officially dissolved.

• ​To consider and approve the Appointment of Liquidator
  

​The Company members have approved Mr. Anil Khicha's appointment as the Liquidator. His registration number is IBBI/IPA-001/IP-P00422/2017-18/10745. Mr. Anil Khicha has agreed to act as the liquidator for the voluntary liquidation of the Company.

The Liquidator's appointment letter, along with the details of remuneration, has been presented to the Board and approved, with clarification needed regarding the liquidation period ending and budget references.

According to the Code and applicable regulations, the Liquidator is empowered to:

1. ​Ensure compliance with all resolutions related to the voluntary liquidation.
   
2. Initiate or defend legal proceedings on behalf of the Company.
   
3. Conduct necessary business operations for the benefit of the liquidation process.
   
4. Appoint professional/service providers and determine their remuneration.
   
5. Appoint other professionals or continue with the appointment of the existing statutory auditor until the Company's dissolution.
   
6. Fulfill all duties required under the Code, Voluntary Liquidation Regulations, and other applicable provisions.
   
7. Make provisions for pending liabilities and distribute surplus to the Company's shareholders.
   
8. Change the existing bank accounts' name to "S.M.I.L.E. Microfinance Limited- In voluntary liquidation.
   
9. The Liquidator will take necessary actions in the interest of stakeholders, including seeking consultation from the Board of Directors to expedite the Company's dissolution, notwithstanding pending proceedings or litigations against the Company.