Dhanlaxmi Bank Limited — Proxy Solicitation & Information Statement 2023

Apr 17, 2023

VENKA Digitally signed by VENKATESH H TESH H Date: 2023.04.17 16:18:47 +05'30'

==> picture [252 x 44] intentionally omitted <==

DHANLAXMI BANK LIMITED CIN: L65191KL1927PLC000307

Regd. Off: P.B No.9, Dhanalakshmi Buildings, Naickanal, Thrissur, Kerala-680001 Ph: 0487-2999711; Fax: 0487-2335367 Corporate Office: Punkunnam, Thrissur, Kerala-680002; Ph: 0487-7107100 E-mail: investors@dhanbank.co.in; Website: www.dhanbank.com

NOTICE OF POSTAL BALLOT

Notice is hereby given to the Members of Dhanlaxmi Bank Limited (“the Bank”), pursuant to Sections 108 and 110 of the Companies Act, 2013 (“the Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28,2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08,2021, 03/2022 dated May 05, 2022, 10/2022 & 11/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs (“MCA Circulars”) Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), as amended from time to time, Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations including any statutory modification(s), clarification(s), substitution(s) or re-enactments(s) thereof for the time being in force, and other applicable laws and regulations, if any, the Bank is seeking consent/approval of the Members for the following resolution to be passed through Postal Ballot process:-

SPECIAL BUSINESS

1. Approval for appointment of Ms. Vardhini Kalyanaraman as Independent Director of the Bank

To consider and, if thought fit, to pass, with or without modification, the following resolution as Special Resolution: -

“ RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Banking Regulation Act, 1949 and the rules, circulars and guidelines issued by Reserve Bank of India, including any statutory modification(s) or re-enactment (s) thereof, Ms. Vardhini Kalyanaraman (DIN - 09730053), in respect of whom the Bank has received a notice in writing from a Member, in accordance with the provisions of Section 160 of the Companies Act, 2013, proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of the Bank in the Majority Sector for a

Notice of Postal Ballot

==> picture [152 x 27] intentionally omitted <==

period of five years with effect from May 19, 2023 and that Ms. Vardhini Kalyanaraman shall not be liable to retire by rotation.”

Place: Thrissur Date: April 17, 2023

For and on behalf of the Board, Sd/- Venkatesh. H

Company Secretary & Secretary to the Board

NOTES:

1. In view of the COVID – 19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circulars dated April 08, 2020, April 13, 2020, May 05, 2020, January 13, 2021, May 05, 2022 and December 28, 2022 (collectively referred to as “MCA Circulars”) and SEBI vide its circulars dated May 12, 2020, January 15, 2021,,May 13, 2022 and January 05, 2023 (collectively referred to as “SEBI Circulars”), the Notice would be sent in electronic mode only to all those shareholders who have registered their e-mail addresses with the Bank or Depository Participant / Depository / KFin Technologies Limited (“KFin”), the Bank’s Registrar & Transfer Agent (RTA) and whose name appear in the Register of Members/List of Beneficial owners as on Friday, April 14, 2023 (“cut-off date”). Further, the shareholders would have the option to vote only through e-voting and voting through physical ballot papers will not be provided. In terms of the aforementioned circulars, the Bank will not be sending the hard copies of this Notice / Postal ballot forms / pre-paid business envelopes to the Members. A person who is not a Member as on the cut-off date may treat the Notice for information purpose only.

2. The Notice will also be available on the websites of the Bank (www.dhanbank.com), KFin (https://evoting.kfintech.com), National stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com).

3. Members who have not registered their e-mail address and, therefore, are not able to receive the Notice may temporarily get their email address and mobile number registered with M/s. KFin Technologies Limited, the Bank’s RTA, by accessing the link https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx.

4. The cut-off date (i.e. the record date) for the purpose of voting is Friday, April 14, 2023 and the voting rights will be one vote per Equity Share registered in the name of the shareholders/ beneficial owners as on that date.

5. Pursuant to the provisions of the MCA Circulars, the Bank is offering e-voting facility to its Members in respect of the business to be transacted through Postal Ballot. The Bank has engaged the services of KFin Technologies Limited (“KFin”) as the authorized agency to provide e-voting facilities. The e-voting facility will be available from Thursday, April 20, 2023, 9.00 AM (IST) onwards to Friday, May 19, 2023, 5.00 PM (IST). The general information and instructions relating to e-voting are provided immediately below these Notes.

Notice of Postal Ballot

==> picture [152 x 27] intentionally omitted <==

1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the special business to be transacted at the meeting is annexed hereto. The relevant details, pursuant to Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking appointment, is also annexed.

2. All relevant documents referred to in the Notice or the Explanatory Statement shall be available for inspection electronically by the Members upto the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents may send an e- mail to investors@dhanbank.co.in.

3. In case of the need for any technical assistance or any grievances connected with e-voting, Members may contact Mr. Rajkumar Kale, Assistant Vice President, KFin Technologies Limited, “Selenium Tower B”, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad-500032; Phone:1800 3094 001 (toll free). Members who have not received the e-mail of the aforesaid Notice may also contact Mr. Rajkumar Kale at the above-mentioned address / phone number for the e-mail of the Notice.

4. The User ID and Password for e-voting is provided along with the e-mail delivering this Notice.

5. Mr. V. Suresh, Senior Partner, M/s. V. Suresh Associates, Practising Company Secretaries, First Floor, No.28, Ganapathy Colony, IIIrd Street, Teynampet, Chennai – 600018 (FCS 2969/ CP 6032) has been appointed as Scrutinizer for the Postal Ballot and for conducting the e-voting process in accordance with law. The Scrutinizer’s decision on the validity of voting shall be final.

6. The Scrutinizer shall, on Friday, May 19, 2023 , unblock the votes in the presence of at least two witnesses not in the employment of the Bank and make a report of the votes cast in favour of or against the resolution and submit the same to the Chairperson.

7. Based on the Scrutinizer’s Report, the results of the e-voting will be declared by the Chairperson on Saturday, May 20, 2023 at or before 5.00 PM at the Bank’s Registered Office at P.B No. 9, Dhanalakshmi Buildings, Naickanal, Thrissur - 680001, through the website of the Bank viz., www.dhanbank.com.

8. Voting results along with the Scrutinizer’s Report will also be available on the websites of the Bank (www.dhanbank.com), KFin (https://evoting.kfintech.com), National stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com).

9. The resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for e-voting i.e., Friday, May 19, 2023.

10. These Notes together with the “General information and instructions relating to e-voting”

Notice of Postal Ballot

==> picture [152 x 27] intentionally omitted <==

form part of the Notice dated April 17 , 2023.

INSTRUCTIONS FOR REMOTE E-VOTING

- A. Login method for e Voting: Applicable only for Individual Members holding securities in Demat

As per the SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual Members holding securities in Demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e- Voting facility. The Login method for Individual Members holding securities in demat mode is given below:

NSDL

CDSL

1.User already registered for IDeAS facility: I. URL:https://eservices.nsdl.com II. Click on the “Beneficial Owner” icon under ‘IDeAS’ section. III. On the new page, enter User ID and Password. Post successful authentication, click on “Access to e- Voting” IV. Click on company name or e-Voting service provider and you will be re- directed to e-Voting service provider website for casting the vote during the remote e-Voting period. 2.User not registered for IDeAS e-Services I. To register click on link : https://eservices.nsdl.com/SecureWeb/IdeasDir ectReg.jsp II. Proceed with completing the required fields. 3.By visiting the e-Voting website of NSDL I. URL:https://www.evoting.nsdl.com/ II. Click on the icon “Login” which is available under ‘Shareholder/Member’

1. Existing user who have opted for Easi / Easiest I. URL: https://web.cdslindia.com/myeasi/ho me/login or URL:www.cdslindia.com II. Click on New System Myeasi III. Login with user id and password. IV. Option will be made available to reach e-Voting page without any further authentication. V. Click on e-Voting service provider name to cast your vote. 2.User not registered for Easi/Easiest I. Option to register is available at https://web.cdslindia.com/myeasi/Registrati on/EasiRegistration II. Proceed with completing the required fields. 3.By visiting the e-Voting website of CDSL I. URL:www.cdslindia.com II. Provide demat Account Number and

Notice of Postal Ballot

==> picture [152 x 27] intentionally omitted <==

section.

III. Enter User ID (i.e., 16-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

• IV. Post successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page.

• V. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

PAN No.

• III. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account.

• IV. After successful authentication, user will be provided links for the respective ESP where the e- Voting is in progress.

Individual Members (holding securities in demat mode) login through their depository participants.

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Click on e-Voting option and you will be redirected to NSDL/CDSL Depository site after successful authentication. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Members facing any technical issue - NSDL	Members facing any technical issue- CDSL
Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 22-23058542-43.

B. Information and instructions for remote e-voting by (i) shareholders other than individual shareholders holding shares of the Bank in demat mode and (ii) all shareholders holding shares in physical mode

Members whose email IDs are registered with the Bank/ Depository Participants (s), will receive an email from KFintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the process detailed below: -

Notice of Postal Ballot

==> picture [152 x 27] intentionally omitted <==

• i. Members shall use the following URL for remote e-voting: -

https://evoting.kfintech.com;

• ii. Members to enter the login credentials (i.e., User ID & Password) mentioned in the email, Folio No. / DP ID & Client ID will be the USER ID. Please note that the password is an initial password.

• iii. After entering the said details, please click on LOGIN.

• iv. Members will reach the password change menu wherein they are required to mandatorily change the password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character. The system will prompt the Members to change the password and update any contact details like mobile number, email address etc. on first login.

• v. Members may also enter the secret question and answer of their choice to retrieve password in case they have forgotten it. It is strongly recommended not to share the password with any other person and take utmost care to keep the password confidential.

• vi. Members will need to login again with the new credentials.

• vii. On successful login, the system will prompt the Member to select the EVEN i.e., Dhanlaxmi Bank Limited.

• viii. On the voting page, Members are requested to enter the number of shares held as on the said cut-off date under FOR/AGAINST or alternatively enter any number FOR and any number AGAINST and ensure that the total number of shares cast FOR/AGAINST, does not exceed their total shareholding, as on the said cut-off date. Members may also choose the option ABSTAIN.

• ix. Members holding multiple folio(s)/demat account(s) shall follow the said voting process separately for each folio(s)/demat account(s).

• x. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.

• xi. Members may cast their vote by selecting an appropriate option and click on SUBMIT. A confirmation box will be displayed. Click OK to confirm else CANCEL to modify. Once a Member confirms his vote, he will not be allowed to modify his vote subsequently. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

• C . The remote e-voting facility shall be available during the following period: -

Commencement of e-voting: Thursday, April 20, 2023 (9:00 A.M. (IST)) End of e-voting: Friday, May 19, 2023 (5:00 P.M. (IST))

Notice of Postal Ballot

==> picture [152 x 27] intentionally omitted <==

During this period, only those persons whose names appear in the Register of Members or in the Register of beneficial owners maintained by the Depositories, as on the cut-off date i.e. Friday, April 14, 2023 , shall be entitled to cast their vote through remote e-voting. The remote e-voting facility shall be forthwith disabled by KFIN after expiry of the said period.

D . In case of the need for any technical assistance or any grievances connected with e-voting, Members may contact Mr. Rajkumar Kale, Assistant Vice President, KFin Technologies Limited, “Selenium Tower B”, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad-500032; Phone:1800 3094 001 (toll free). Members who have not received the e-mail of the aforesaid Notice after the cut-off date may also contact Mr. Rajkumar Kale, at the above-mentioned address / phone number for the e-mail of the Notice.

Statement of material facts as required under Section 102(1) of the Companies Act, 2013 annexed to and forming part of the Notice dated April 17, 2023

Item No.1

Ms. Vardhini Kalyanaraman (DIN - 09730053) was appointed as Additional Director by the Board of Directors of the Bank pursuant to the provisions of the Companies Act, 2013 and the SEBI Regulations with effect from February 21, 2023.

The Bank has received a notice in writing as per Section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of Director. The Nomination & Remuneration Committee has also conducted “due diligence” in accordance with the provisions of the Banking Regulation Act, 1949 and RBI guidelines and found that Ms. Vardhini Kalyanaraman is “fit & proper” to continue as director of the Bank. The Committee is also of the opinion that she fulfills the conditions and criteria specified in Section 149 of the Companies Act, 2013, Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules, regulations, guidelines and circulars for holding the office of independent director and that she is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

Accordingly, the Directors recommend Resolution No. 1 of the Notice for approval.

The additional information as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 issued by The Institute of Company Secretaries of India is furnished as follows:-	The additional information as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 issued by The Institute of Company Secretaries of India is furnished as follows:-
Date of Birth and age	17.06.1984; 39
Qualifications	Chartered Accountant (CA), M.Com
Brief Resume, Experience and Nature of expertise in specific functional areas	Ms. Vardhini Kalyanaraman is a qualified Chartered Accountant and a Post Graduate in Commerce with an overall work experience of 16 years. Presently she is a partner of the Chartered accountant firm M/s Chandran & Raman. She also has work experience of 6 years in CRISIL Ltd in the field of Bank Loan Ratings and Equity Research.

Notice of Postal Ballot

==> picture [152 x 27] intentionally omitted <==

Ms. Vardhini Kalyanaraman has undertaken statutory audits of various public / private limited companies and PSUs including NLC India Ltd, ONGC, Mangalore Petrochemicals Ltd etc. As a partner of M/s Chandran & Raman, she was also involved in the statutory audits of various banking companies including the central statutory audits of Corporation Bank for 3 years and tax audits of various firms.

Ms. Vardhini Kalyanaraman has also passed the valuation exam of Securities and Financial Assets of IBBI. Terms and conditions ofMs. Vardhini Kalyanaraman will be entitled to sitting fees appointment / re-appointmentfor attending Board / Committee Meetings. along with details of remuneration Details of Remuneration last ₹1,20,000 drawn Date of first appointment on Board February 21, 2023 Shareholding in the Bank as on the Nil date of this Notice Relationship with other Directors, Nil Manager and Key Managerial Personnel of the Bank Number of Board Meetings attended from February 21, 2023 3 upto April 10, 2023 Chairperson / Member of Nil Committees of Board of Directors of the Bank as on the date of this Notice Directorship in other entities Nil Member / Chairperson of Nil Committees of Boards of other listed companies as on the date of this Notice

Save and except Ms. Vardhini Kalyanaraman, none of the Directors or Key Managerial Personnel or their relatives are, in any way, concerned or interested in the above resolution.

Place: Thrissur Date: April 17, 2023

For and on behalf of the Board, Sd/- Venkatesh. H

Company Secretary & Secretary to the Board