IIFL Securities Limited (Formerly “lndia lnfoline Limited”)

CIN: L99999MH1996PLC132983
Regd. Office - IIFL House, Sun lnfotech Park, Road No. 16V, Plot No. B-23, MIDC, Thane Industrial Area, Wagle Estate, Thane - 400 604
Tel: (91-22) 3929 4000 / 4103 5000 / 62727000 • Fax: (91-22) 2580 6654
E-mail: secretarial@iifl.com • Website: www.indiainfoline.com

NOTICE
NOTICE IS HEREBY GIVEN THAT THE TWENTY FIFTH Qualification of Directors) Rules, 2014, and pursuant
ANNUAL GENERAL MEETING OF THE MEMBERS OF IIFL to Regulation 16(1)(b) and other applicable provisions,
SECURITIES LIMITED (FORMERLY KNOWN AS INDIA if any, of SEBI (Listing Obligations and Disclosure
INFOLINE LIMITED) (THE COMPANY) WILL BE HELD ON Requirements) Regulations, 2015, (“hereinafter called
TUESDAY, JUNE 30 2020, AT 2.00 P.M. THROUGH VIDEO “the Listing Regulation”), Mr. Shamik Das Sharma
CONFERENCE (“VC”) OR OTHER AUDIO VISUAL MEANS (DIN: 07779526), who was appointed as an Additional
(“OAVM”) TO TRANSACT THE FOLLOWING BUSINESS:- Independent Director by the Board of Directors, with
effect from January 14, 2020, who holds office up
ORDINARY BUSINESS: to the date of this Annual General Meeting, and has
1. To consider and adopt: submitted a declaration confirming that he meets the
criteria of independence as specified in the Act and
(a) The audited standalone financial statement(s) of
Listing Regulation, and who is eligible for appointment,
the Company for the financial year ended March
and in respect of whom the Company has received
31, 2020, together with the reports of the Board of
a notice in writing under Section 160 of the Act,
Directors and Auditors thereon; and
from a member, proposing his candidature for the
(b) The audited consolidated financial statement(s) office of Director, and whose appointment has been
of the Company for the financial year ended recommended by Nomination and Remuneration
March 31, 2020, together with Auditors report Committee and approved by the Board of Directors
thereon. of the Company, be and is hereby appointed as
Independent Director of the Company, not liable to
2. To appoint a Director in place of Mr. Mohan
retire by rotation and to hold office for a term of five
Radhakrishnan (DIN:00012070), who retires by rotation
consecutive years from January 14, 2020 to January
and being eligible, offers himself for reappointment
13, 2025.”
and in this regard, to consider and if thought fit, to
pass with or without modification(s), the following 4. To approve payment of remuneration by way of
resolution as an Ordinary Resolution: Commission to Non-Executive Directors including
Independent Directors up to 1% (one percent) of Net
“RESOLVED THAT Mr. Mohan Radhakrishnan
Profit of the Company and to consider and if thought
(DIN:00012070), who retires by rotation from the Board
fit, to pass, the following resolution as a Special
of Directors pursuant to the provisions of Section 152
Resolution:
of the Companies Act, 2013 and Articles of Association
of the Company, and being eligible offers himself for “RESOLVED THAT pursuant to the provisions of section
re-appointment, be and is hereby re-appointed as the 149, 197, 198 and other applicable provisions, if any,
Director of the Company.” of the Companies Act, 2013 (Act), as amended from
time to time, Regulation 17(6) and other applicable
SPECIAL BUSINESS Regulation, if any of the Securities and Exchange
3. To appoint Mr. Shamik Das Sharma (DIN: 07779526) as Board of India (Listing Obligations and Disclosure
Independent Director of the Company and to consider Requirements) Regulations, 2015, (hereinafter called
and if thought fit, to pass the following resolution as an “the Listing Regulation”), consent of the Company be
Ordinary Resolution: and is hereby accorded to the payment of remuneration
by way of commission to the sum not exceeding one
“RESOLVED THAT pursuant to the provisions of percent per annum of the net profits of the Company
Section 149, 152, 161 read with Schedule IV and other calculated in accordance with the provisions of section
applicable provisions, if any, of the Companies Act, 198 of the Act, be paid to and distributed amongst the
2013 (“the Act”) and the Companies (Appointment and Non-Executive Director including Independent Director

IIFL Securities Limited 1

 of the Company in such amounts or proportions and beneficial to the Company including, without limitation,
in such manner and in all respects as may be directed as to when the said Debentures are to be issued,
by the Board of Directors (hereinafter referred to as the consideration for the issue, mode of payment,
“the Board”, which term shall be deemed to include coupon rate, redemption period, utilisation of the
any Committee constituted by the Board thereof) and issue proceeds and all matters connected therewith or
such payments shall be made in respect of the profits incidental thereto;
of the Company for each year commencing April 1,
RESOLVED FURTHER THAT the Board of Directors of
2019;
the Company and/ or its duly constituted committee
RESOLVED FURTHER THAT the above commission be and is hereby authorised to do all acts, deeds, things
shall be in addition to fees payable to the Director(s) and to take all such steps as may be necessary, proper
for attending the meetings of the Board or Committee or expedient to give effect to aforesaid resolution.”
thereof or for any other purpose whatsoever as may be
6. To approve material related party transactions with
decided by the Board of Directors and reimbursement
IIFL Finance Limited and in this regard, to consider and
of expenses for participation in the Board and other
if thought fit, to pass with or without modification(s)
meetings;
the following resolution as an Ordinary Resolution:
RESOLVED FURTHER THAT the Board of the Company
“RESOLVED THAT pursuant to the provisions of
be and is hereby authorised severally to do all such
Regulation 23 and all other applicable provisions,
acts, deeds, matters and things including deciding
if any of the Securities and Exchange Board of India
on the manner of payment of commission and settle
(Listing Obligations and Disclosure Requirements)
all questions or difficulties that may arise with regard
Regulations, 2015 (hereinafter called “the Listing
to the aforesaid resolution as it may deem fit and to
Regulation”), and all applicable provisions of the
execute any agreements, documents, instructions, etc.
Companies Act, 2013 (hereinafter called “the Act”) and
as may be necessary or desirable in connection with or
the Company’s policy on materiality of Related Party
incidental to give effect to the aforesaid resolution.”
Transaction(s), and Rules made there under, (including
5. To approve offer or invitation to subscribe to the Non- any statutory modification(s) or re-enactment thereof
Convertible Debentures on private placement basis for the time being in force) and pursuant to the consent
and in this regard, to consider and if thought fit, to of the Audit Committee and Board of Directors of the
pass with or without modification(s), the following Company vide resolutions passed in their respective
resolution as a Special Resolution: meetings held on May 15, 2020, the consent and
approval of the Company be and is hereby accorded
“RESOLVED THAT pursuant to the provisions of
to the Board of Directors (“the Board” which term shall
Section 42, 71 and other applicable provisions, if any,
be deemed to include a Committee constituted by the
of the Companies Act, 2013 read with the Companies
Board or any person(s) authorised by the Board in this
(Prospectus and Allotment of Securities) Rules, 2014
regard) ) to enter into arrangements/transactions/
and the Companies (Share Capital and Debentures)
contracts with IIFL Finance Limited (Formerly IIFL
Rules, 2014 (including any statutory modification(s)
Holdings Limited), a Related Party as defined in the
or re-enactment(s) thereof, for the time being in
Listing Regulation, relating to transactions as detailed
force) and subject to the provisions of the Articles
in the explanatory statement, on such terms and
of Association of the Company and Securities and
conditions as the Board in its absolute discretion may
Exchange Board of India (Issue and Listing of Debt
deem fit PROVIDED HOWEVER THAT the aggregate
Securities) Regulations, 2008, and other applicable
amount/value of all such arrangements/transactions/
regulations as may be amended and applicable from
contracts that may be entered into by the Company
time to time, approval of the members be and is hereby
with IIFL Finance Limited and remaining outstanding
accorded to the Board of Directors of the Company to
at any one point in time shall not exceed ` 1000 crores
offer or invite subscriptions for secured/ unsecured
(Rupees One Thousand Crores Only) during any one
redeemable non-convertible debentures, in one or
financial year;
more series/ tranches, upto ` 500 crores (Rupees
Five Hundred crores only), on private placement, from RESOLVED FURTHER THAT for the purpose of giving
such persons and on such terms and conditions as effect to the above resolution, the Board be and is
the Board of Directors of the Company may, from hereby authorised to do all such acts, deeds, matters
time to time, determine and consider proper and more and things as may be necessary, expedient or desirable

2 Annual Report 2019-20

 including any negotiation/ renegotiation/ modification/ effect to the above resolution, the Board be and is
ratification/ amendments to or termination thereof, of hereby authorised to do all such acts, deeds, matters
the subsisting arrangements/ transactions/ contracts and things as may be necessary, expedient or desirable
or any future arrangements/ transactions/ contracts including any negotiation/ renegotiation/ modification/
and to make or receive/ pay monies or to perform ratification/ amendments to or termination thereof, of
all other obligations in terms of such arrangements/ the subsisting arrangements/ transactions/ contracts
transaction/contracts, filing of necessary forms/ or any future arrangements/ transactions/ contracts
documents with the appropriate authorities and to and to make or receive/pay monies or to perform all
execute all such deeds, documents, agreements, other obligations in terms of such arrangements/
letters, instruments and writings as it may in its sole transaction/contracts, filing of necessary forms/
and absolute discretion deem necessary or expedient documents with the appropriate authorities and to
and to settle any question, difficulty or doubt that may execute all such deeds, documents, agreements,
arise in regard thereto.” letters, instruments and writings as it may in its sole
and absolute discretion deem necessary or expedient
7. To approve material related party transactions with
and to settle any question, difficulty or doubt that may
IIFL Wealth Management Limited and in this regards,
arise in regard thereto.”
to consider and if thought fit to pass with or without
modification(s) the following resolution as an Ordinary 8. To approve material related party transactions with
Resolution: IIFL Wealth Finance Limited and in this regards, to
consider and if thought fit to pass with or without
“RESOLVED THAT pursuant to the provisions of
modification(s) the following resolution as an Ordinary
Regulation 23 and all other applicable provisions,
Resolution:
if any of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) “RESOLVED THAT pursuant to the provisions of
Regulations, 2015 (hereinafter called “the Listing Regulation 23 and all other applicable provisions, if any
Regulation”), and all applicable provisions of the of the Securities and Exchange Board of India (Listing
Companies Act, 2013 (hereinafter called “the Act”) and Obligations and Disclosure Requirements) Regulations,
the Company’s policy on materiality of Related Party 2015 (hereinafter called “the Listing Regulation”) and
Transaction(s), and Rules made there under, (including the Company’s policy on materiality of Related Party
any statutory modification(s) or re-enactment thereof Transaction(s), and all applicable provisions of the
for the time being in force) and pursuant to the consent Companies Act, 2013 (hereinafter called “the Act”)
of the Audit Committee and Board of Directors of the and Rules made there under, (including any statutory
Company vide resolutions passed in their respective modification(s) or re-enactment thereof for the time
meetings held on May 15, 2020 the consent and being in force) and pursuant to the consent of the Audit
approval of the Company be and is hereby accorded Committee and Board of Directors of the Company
to the Board of Directors (“the Board” which term shall vide resolutions passed in their respective meetings
be deemed to include a Committee constituted by the held on May 15, 2020 the consent and approval of the
Board or any person(s) authorised by the Board in Company be and is hereby accorded to the Board of
this regard) to enter into arrangements/transactions/ Directors (“the Board” which term shall be deemed to
contracts with IIFL Wealth Management Limited, a include a Committee constituted by the Board or any
Related Party as defined in the Listing Regulation, person(s) authorised by the Board in this regard) to
relating to transactions as detailed in the explanatory enter into arrangements/transactions/contracts with
statement, on such terms and conditions as the Board IIFL Wealth Finance Limited, a Related Party as defined
in its absolute discretion may deem fit PROVIDED in the Listing Regulation, relating to transactions as
HOWEVER THAT the aggregate amount/value of all detailed in the explanatory statement, on such terms
such arrangements/transactions/contracts that may and conditions as the Board in its absolute discretion
be entered into by the Company with IIFL Wealth may deem fit PROVIDED HOWEVER THAT the
Management Limited and remaining outstanding at aggregate amount/value of all such arrangements/
any one point in time shall not exceed ` 150 crores transactions/contracts that may be entered into by
(Rupees One Hundred and Fifty Crores Only) during the Company with IIFL Wealth Finance Limited and
any one financial year; remaining outstanding at any one point in time shall
RESOLVED FURTHER THAT for the purpose of giving

IIFL Securities Limited 3

 not exceed ` 150 crores (Rupees One Hundred and and absolute discretion deem necessary or expedient
Fifty Crores Only) during any one financial year; and to settle any question, difficulty or doubt that may
arise in regard thereto.”
RESOLVED FURTHER THAT for the purpose of giving
effect to the above resolution, the Board be and is
hereby authorised to do all such acts, deeds, matters
By Order of the Board of Directors
and things as may be necessary, expedient or desirable
including any negotiation/ renegotiation/ modification/
ratification/ amendments to or termination thereof, of Roshan Dave
the subsisting arrangements/ transactions/ contracts Date: May 15, 2020 Company Secretary
or any future arrangements/transactions/contracts Place: Mumbai ACS-26472
and to make or receive/pay monies or to perform all
other obligations in terms of such arrangements/ Regd. Office
transaction/contracts, filing of necessary forms/ IIFL House, Sun lnfotech Park, Road No. 16V, Plot No. B-23,
documents with the appropriate authorities and to MIDC, Thane Industrial Area, Wagle Estate, Thane - 400 604
execute all such deeds, documents, agreements,
email - secretarial@iifl.com
letters, instruments and writings as it may in its sole

Notes: the AGM will be provided by CDSL. For further details,

please read the Note No. 34.

1. As you are aware, in view of the situation arising due 3. The Members can join the AGM in the VC/OAVM
to COVID-19 global pandemic, the general meetings mode 15 minutes before and after the scheduled time
of the companies shall be conducted as per the of the commencement of the Meeting by following
guidelines issued by the Ministry of Corporate Affairs the procedure mentioned in the Notice. The facility
(MCA) vide Circular No. 14/2020 dated April 8, 2020, of participation at the AGM through VC/OAVM will
Circular No.17/2020 dated April 13, 2020 and Circular be made available to at least 1000 members on first
no 20/2020 dated May 05, 2020 and SEBI Circular come first served basis. This will not include large
number SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated Shareholders (Shareholders holding 2% or more
May 12, 2020. The forthcoming AGM will thus be held shareholding), Promoters, Institutional Investors,
through video conferencing (VC) or other audio visual Directors, Key Managerial Personnel, the Chairperson
means (OAVM) and not through physical presence of of the Audit Committee, Nomination and Remuneration
members at a common venue. Hence, Members can Committee and Stakeholders Relationship Committee,
attend and participate in the ensuing AGM through VC/ Auditors etc. who are allowed to attend the AGM
OAVM. without restriction on account of first come first served
basis.
2. Pursuant to the provisions of Section 108 of the
Companies Act, 2013 read with Rule 20 of the 4. The attendance of the Members attending the AGM
Companies (Management and Administration) Rules, through VC/OAVM will be counted for the purpose
2014 (as amended) and Regulation 44 of SEBI (Listing of ascertaining the quorum under Section 103 of the
Obligations & Disclosure Requirements) Regulations Companies Act, 2013.
2015 (as amended), and MCA Circulars dated April 08, 5. Since this AGM is being held pursuant to MCA Circular
2020, April 13, 2020 and May 05, 2020 the Company No. 14/2020 dated April 08, 2020, the facility to appoint
is providing facility of remote e-voting to its Members proxy to attend and cast vote for the members is not
in respect of the business to be transacted at the available for this AGM and hence the Proxy Form
AGM. For this purpose, the Company has entered and Attendance Slip are not annexed to this Notice.
into an agreement with Central Depository Services However, in pursuance of Section 112 and Section
(India) Limited (CDSL) for facilitating voting through 113 of the Companies Act, 2013, representatives of
electronic means, as the authorised e-Voting’s agency. the members such as the President of India or the
The facility of casting votes by a member using remote Governor of a State or body corporate can attend the
e-voting as well as the e-voting system on the date of AGM through VC/OAVM and cast their votes through
e-voting.

4 Annual Report 2019-20

6. In line with the Ministry of Corporate Affairs (MCA) remuneration mutually agreed upon by the Board of
Circular No. 17/2020 dated April 13, 2020 and SEBI Directors and the Statutory Auditors.
Circular dated May 12, 2020, the Notice calling the AGM Their appointment was subject to ratification by
has been uploaded on the website of the Company at, the Members at every subsequent AGM. However,
i.e. www.indiainfoline.com. The Notice can also be pursuant to the amendments made to Section 139
accessed from the websites of the Stock Exchanges of the Companies Act, 2013 by the Companies
i.e. BSE Limited and National Stock Exchange of India (Amendment) Act, 2017, the requirement of seeking
Limited at www.bseindia.com and www.nseindia.com ratification of the Members for the appointment of
respectively. The AGM Notice is also disseminated on the Statutory Auditors has been withdrawn from the
the website of CDSL (agency for providing the Remote Statute.
e-Voting facility and e-voting) system during the AGM
In view of the above, ratification by the Members for
i.e. www.evotingindia.com.
continuance of their appointment at this AGM is not
7. The AGM has been convened through VC/OAVM being sought. The Statutory Auditors have given a
in compliance with applicable provisions of the confirmation to the effect that they are eligible to
Companies Act, 2013 read with MCA Circular No. continue with their appointment and that they have
14/2020 dated April 8, 2020 and MCA Circular No. not been disqualified in any manner from continuing
17/2020 dated April 13, 2020 and MCA Circular No. as Statutory Auditors.
20/2020 dated May 05, 2020 and SEBI Circular dated
13. Notice is also given under section 91 of the Companies
May 12, 2020.
Act, 2013 read with regulation 42 of the Securities
8. The Notice of AGM and Annual Report are being sent and Exchange Board of India (Listing Obligations and
in electronic mode to Members whose e-mail address Disclosure Requirements) Regulations, 2015 that the
is registered with the Company or the Depository Register of Members and the Share Transfer Book
Participant(s). Members (Physical / Demat) who have of the Company will remain closed from Wednesday,
not registered their email addresses with the Company June 24, 2020 to Tuesday, June 30, 2020 (both days
can get the same registered with the Company by inclusive).
requesting to our Registrar and Share Transfer Agent
14. During the year 2019-20, the Company declared and
i.e. Linkintime India Private Limited (“RTA/Linkintime”)
paid an interim dividend of ` 2 per equity share (i.e.
at rnt.helpdesk@linkintime.co.in and to company at
100% of face value of ` 2 per share). The same shall be
secretarial@iifl.com.
considered as final dividend.
9. An explanatory statement pursuant to Section 102(1)
15. The Register of Directors’ and Key Managerial
of the Companies Act, 2013, relating to the Special
Personnel and their shareholding maintained under
Businesses to be transacted at the Meeting is annexed
Section 170 of the Companies Act, 2013, the Register
hereto.
of Contracts or arrangements in which the Directors
10. The business set out in the Notice will be transacted are interested under Section 189 of the Companies Act,
through electronic voting system and the Company 2013 and all other documents referred to in the Notice
is providing facility for voting by electronic means. will be available for inspection for the members at the
Instructions and other information relating to e-voting Registered Office of the Company during business
are given in this Notice under Note No. 34. hours on working days and through electronic means.
11. Corporate members intending to attend the meetings Members can request the same by sending an email to
through their authorised representatives are requested secretarial@iifl.com till the Annual General Meeting.
to send to the Company a certified true copy of the 16. Share transfer documents and all correspondence
Board Resolution authorising their representative relating thereto, should be addressed to RTA at C
to attend and vote on their behalf at the Meeting 101, 247 Park, L B S Marg, Vikhroli West, Mumbai 400
electronically to our RTA at rnt.helpdesk@linkintime. 083 or at their designated email id i.e. rnt.helpdesk@
co.in and to company at secretarial@iifl.com. linkintime.co.in.
12. M/s. V. Sankar Aiyar & Co, Chartered Accountants 17. Members holding shares in dematerialised form are
(Firm Registration No. 109208W), were appointed requested to intimate immediately any change in
as Statutory Auditors of the Company for a period of their address or bank mandates to their Depository
five consecutive years at the Annual General Meeting Participants with whom they are maintaining demat
(“AGM”) of the Members held on July 22, 2017 on a accounts. Members holding shares in physical form

IIFL Securities Limited 5

 are requested to advise any change in their address or 24. To prevent fraudulent transactions, members are
bank mandates immediately to RTA / Company at rnt. advised to exercise due diligence and notify the
helpdesk@linkintime.co.in and secretarial@iifl.com. Company of any change in address or demise of
18. The Company, consequent upon the introduction of any member as soon as possible. Members are also
the Depository System (‘DS’), entered into agreements advised not to leave their demat account(s) dormant
with National Securities Depository Limited (‘NSDL’) for long. Periodic statement of holdings should be
and Central Depository Services (India) Limited obtained from the concerned Depository Participant
(‘CDSL’). The Members, therefore, have the option of and holdings should be verified.
holding and dealing in the shares of the Company in 25. The Securities and Exchange Board of India (SEBI)
dematerialised form through NSDL or CDSL. has mandated the submission of Permanent Account
19. As per Regulation 40 of SEBI Listing Regulation, Number (PAN) by every participant in securities
as amended, securities of listed companies can be market. Members holding shares in dematerialised
transferred only in dematerialised form with effect form are, therefore, requested to submit their PAN
from, April 1, 2019, except in case of request received to their Depository Participants with whom they are
for transmission or transposition of securities. In maintaining their demat accounts. Members holding
view of this and to eliminate all risks associated with shares in physical form can submit their PAN details to
physical shares and for ease of portfolio management, the Company/ Link Intime.
members holding shares in physical form are requested
26. As per Regulation 40(7) of the Listing Regulations
to consider converting their holdings to dematerialised
read with Schedule VII to the said Regulations, for
form. Members can contact the Company or RTA for
registration of transfer of shares, the transferee(s) as
assistance in this regard.
well as transferor(s) shall mandatorily furnish copies
20. To support the ‘Green Initiative’, Members who have of their Income Tax Permanent Account Number (PAN)
not yet registered their email addresses are requested Card. Additionally, for securities market transactions
to register the same with their DPs in case the shares and / or for off market / private transactions involving
are held by them in electronic form and with RTA in transfer of shares in physical mode for listed
case the shares are held by them in physical form. Companies, it shall be mandatory for the transferee(s)
21. Members are requested to intimate changes, if as well as transferor(s) to furnish copies of PAN Card
any, pertaining to their name, postal address, email to the Company / RTA for registration of such transfer
address, telephone/ mobile numbers, Permanent of shares. In case of transmission of shares held
Account Number (PAN), mandates, nominations, in physical mode, it is mandatory to furnish a copy
power of attorney, bank details such as, name of the of the PAN Card of the legal heir(s) / Nominee(s). In
bank and branch details, bank account number, MICR exceptional cases, the transfer of physical shares is
code, IFSC code, etc., to their DPs in case the shares subject to the procedural formalities as prescribed
are held by them in electronic form and to RTA in case under SEBI Circular No. SEBI/HO/MIRSD/DOS3/
the shares are held by them in physical form. CIR/P/2018/139 dated November 6, 2018.

22. Members holding shares in physical form, in identical 27. Additional information of Directors seeking
order of names, in more than one folio are requested to appointment/re-appointment at the ensuing Annual
send to the Company or RTA, the details of such folios General Meeting, as required under Regulation 26(4)
together with the share certificates for consolidating and 36(3) of SEBI Listing Regulation and 1.2.5 of SS-2,
their holdings in one folio. A consolidated share is annexed to the notice.
certificate will be issued to such Members after 28. Pursuant to Section 72 of the Companies Act, 2013,
making requisite changes. Members are entitled to make a nomination in respect
23. The DS envisages elimination of several problems of shares held by them. Members desirous of making
involved in the scrip-based system such as bad a nomination, pursuant to the Rule 19(1) of the
deliveries, fraudulent transfers, mutilation of share Companies (Share Capital and Debentures) Rules,
certificates, etc. Simultaneously, DS offers several 2014 are requested to send their requests in Form
advantages like exemption from stamp duty on No. SH- 13, to the Registrar and Transfer Agent of the
transfer of shares, elimination of concept of market lot, Company. Further, Members desirous of cancelling/
elimination of bad deliveries, reduction in transaction varying nomination pursuant to the Rule 19(9) of the
costs, improved liquidity, etc. Companies (Share Capital and Debentures) Rules,

6 Annual Report 2019-20

 2014, are requested to send their requests in Form V. The Board of Directors of the Company has appointed
No. SH-14, to the Registrar and Transfer Agent of CS Nilesh Shah or failing him CS Hetal Shah of M/s.
the Company. These forms will be made available on Nilesh Shah and Associates, a Practicing Company
request. Secretary firm, Mumbai as Scrutiniser to scrutinise the
29. The Company has designated an exclusive e-mail ID e-voting process in a fair and transparent manner.
called secretarial@iifl.com to redress shareholders’ VI. The Scrutiniser, after scrutinising the votes will, not
complaints/grievances. In case you have any queries/ later than forty eight hours from the conclusion of
complaints or grievances, then please write to us at the Meeting; make a consolidated scrutiniser’s report
secretarial@iifl.com. which shall be placed on the website of the Company
30. Members desirous of asking any questions at the www.indiainfoline.com and on the website of CDSL.
Annual General Meeting are requested to send their The results shall simultaneously be communicated to
questions to the Company at least 7 days before the the Stock Exchanges.
Annual General Meeting so that the same can be VII. Subject to receipt of requisite number of votes, the
suitably replied. Resolutions shall be deemed to be passed on the date
31. Members can raise questions during the meeting or in of the Meeting, i.e. Tuesday, June 30, 2020.
advance at secretarial@iifl.com or investor.relations@ VIII. Information and other instructions relating to remote
iifl.com. However, it is requested to raise the queries e-voting are as under:
precisely and in short at the time of meeting to enable
(i) The voting period begins at 09:00 a.m. (IST) on
to answer the same.
Thursday, June 25, 2020 and ends at 05:00 p.m.
32. In case of joint holders, the Member whose name (IST) on Monday, June 29, 2020. During this
appears as the first holder in the order of names as period shareholders’ of the Company, holding
per the Register of Members of the Company will be shares either in physical form or in dematerialised
entitled to vote at the AGM. form, as on the cut-off date i.e. Tuesday, June
33. Since the AGM will be held through VC / OAVM, the 23, 2020 may cast their vote electronically. The
Route Map is not annexed in this Notice. e-voting module shall be disabled by CDSL for
voting thereafter.
34. The information and instructions for shareholders for
remote e-voting are as under: (ii) The Members who have cast their vote by remote
e-voting prior to the AGM may also attend/
I. Pursuant to Section 108 of the Companies Act,
participate in the AGM through VC / OAVM but
2013, Rule 20 of the Companies (Management
shall not be entitled to cast their vote again.
and Administration) Rules, 2014, as amended and
Regulation 44 of Listing Regulation, the Company is (iii) The shareholders should log on to the e-voting
pleased to provide the facility to Members to exercise website www.evotingindia.com.
their right to vote on the resolutions proposed to be (iv) Click on “Shareholders” module.
passed at AGM by electronic means.
(v) Now Enter your User ID
II. The Company has engaged the services of Central
a. For CDSL: 16 digits beneficiary ID,
Depository Services (India) Limited (CDSL) to provide
e-voting facility. b. For NSDL: 8 Character DP ID followed by 8
Digits Client ID,
III. Voting rights shall be reckoned on the paid-up value
of shares registered in the name of the member/ c. Shareholders holding shares in Physical
beneficial owner (in case of electronic shareholding) Form should enter Folio Number registered
as on the cut-off date, i.e. Tuesday, June 23, 2020. A with the Company.
person who is not a member as on the cut-off date (vi) Next, enter the Image Verification as displayed
should treat this Notice for information purposes only. and Click on Login.
IV. A person, whose name is recorded in the register (vii) If you are holding shares in demat form and had
of members or in the register of beneficial owners logged on to www.evotingindia.com and voted
maintained by the depositories as on the cut-off date, on an earlier voting of any company, then your
i.e. Tuesday, June 23, 2020 only shall be entitled to existing password is to be used.
avail the facility of e-voting.

IIFL Securities Limited 7

 (viii) If you are a first time user follow the steps given assent to the Resolution and option NO implies
below: that you dissent to the Resolution.

For Members holding shares in Demat (xiii) Click on the “RESOLUTIONS FILE LINK” if you
Form and Physical Form wish to view the entire Resolution details.
PAN Enter your 10 digit alpha-numeric *PAN (xiv) After selecting the resolution you have decided
issued by Income Tax Department
to vote on, click on “SUBMIT”. A confirmation box
(Applicable for both demat shareholders
will be displayed. If you wish to confirm your vote,
as well as physical shareholders)
click on “OK”, else to change your vote, click on
• Shareholders who have not updated “CANCEL” and accordingly modify your vote.
their PAN with the Company/
Depository Participant are requested (xv) Once you “CONFIRM” your vote on the resolution,
to use the sequence number which is you will not be allowed to modify your vote.
printed on Attendance Slip indicated
(xvi) You can also take a print of the votes cast by
in the PAN field or if the same is
clicking on “Click here to print” option on the
not updated, member may send
an e-mail to RTA at rnt.helpdesk@ Voting page.
linkintime.co.in. (xvii) If a demat account holder has forgotten the
Dividend Enter the Dividend Bank Account Details changed login password then Enter the User
Bank or Date of Birth (in dd/mm/yyyy format) ID and the image verification code and click on
Account as recorded in your demat account or in
Forgot Password & enter the details as prompted
Details the company records in order to login.
by the system.
OR Date of • If both the details are not recorded
Birth (DOB) (xviii) Shareholders can also cast their vote using
with the depository or company
please enter the member id / folio CDSL’s mobile app m-Voting. The m-Voting app
number in the Dividend Bank details can be downloaded from respective Store. Please
field as mentioned in instruction (v). follow the instructions as prompted by the mobile
app while Remote Voting on your mobile.
After entering these details appropriately, click on
“SUBMIT” tab. (xix) Note for Non–Individual Shareholders and
(ix) Shareholders holding shares in physical form Custodians
will then directly reach the Company selection • Non-Individual shareholders (i.e. other than
screen. However, shareholders holding shares in Individuals, HUF, NRI etc.) and Custodian are
demat form will now reach ‘Password Creation’ required to log on to www.evotingindia.com
menu wherein they are required to mandatorily and register themselves in the Corporate
enter their login password in the new password module.
field. Kindly note that this password is also to • A scanned copy of the Registration Form
be used by the demat holders for voting for bearing the stamp and sign of the entity
resolutions of any other company on which they should be emailed to
are eligible to vote, provided that company opts
helpdesk.evoting@cdslindia.com.
for e-voting through CDSL platform. It is strongly
recommended not to share your password with • After receiving the login details a Compliance
any other person and take utmost care to keep User should be created using the admin login
your password confidential. and password. The Compliance User would
be able to link the account(s) for which they
(x) For shareholders holding shares in physical form,
wish to vote on.
the details can be used only for e-voting on the
resolutions contained in this Notice. • The list of accounts linked in the login should
be mailed to helpdesk.evoting@cdslindia.com
(xi) Click on the Electronic Voting Sequence Number
and on approval of the accounts they would be
(EVSN) of IIFL Securities Limited on which you
able to cast their vote.
choose to vote.
• A scanned copy of the Board Resolution and
(xii) On the voting page, you will see “RESOLUTION
Power of Attorney (POA) which they have
DESCRIPTION” and against the same the option
issued in favour of the Custodian, if any,
“YES/NO” for voting. Select the option YES or
should be uploaded in PDF format in the
NO as desired. The option YES implies that you
system for the scrutiniser to verify the same.

8 Annual Report 2019-20

 • Alternatively Non-Individual shareholders to fluctuation in their respective network. It is therefore
are required to send the relevant Board recommended to use stable Wi-Fi or LAN connection
Resolution/ Authority letter etc. together to mitigate any kind of aforesaid glitches.
with attested specimen signature of the duly 5. Members who would like to express their views or ask
authorised signatory who are authorised questions during the AGM may register themselves
to vote, to the Scrutiniser or Company as a speaker by sending their request from their
or Registrar and Transfer Agent at the registered email address mentioning their name, DP
email address viz nilesh@ngshah.com ID and Client ID/folio number, PAN, mobile number
or secretarial@iifl.com or rnt.helpdesk@ at secretarial@iifl.com up to June 26, 2020 (5:00
linkintime.co.in, and if they have voted from p.m. IST). Those shareholders who have registered
individual tab & not uploaded same in the themselves as a speaker will only be allowed to
CDSL e-voting system for the scrutiniser to express their views/ask questions during the meeting.
verify the same.
The shareholders who have not registered themselves
PROCESS FOR THOSE SHAREHOLDERS WHOSE can put the question on the chatbot available on the
EMAIL ADDRESSES ARE NOT REGISTERED WITH THE screen at the time of AGM.
DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS
FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING
THIS NOTICE: DURING THE AGM ARE AS UNDER:-

1. For Physical shareholders- please provide necessary 1. The procedure for e-Voting on the day of the AGM is
details like Folio No., Name of shareholder, scanned same as the instructions mentioned above for Remote
copy of the share certificate (front and back), PAN e-voting.
(self-attested scanned copy of PAN card), AADHAR 2. Only those shareholders, who are present in the AGM
(self-attested scanned copy of Aadhaar Card) by email through VC/OAVM facility and have not casted their
to RTA / Company email id at rnt.helpdesk@linkintime. vote on the Resolutions through remote e-Voting and
co.in or secretarial@iifl.com. are otherwise not barred from doing so, shall be eligible
2. For Demat shareholders - please provide Demat to vote through e-Voting system available during the
account details (CDSL-16 digit beneficiary ID or NSDL- AGM.
16 digit DPID + CLID), Name, client master or copy of 3. If any Votes are cast by the shareholders through the
Consolidated Account statement, PAN (self-attested e-voting available during the AGM and if the same
scanned copy of PAN card), AADHAR (self-attested shareholders have not participated in the meeting
scanned copy of Aadhar Card) to RTA / Company email through VC/OAVM facility, then the votes cast by such
id at rnt.helpdesk@linkintime.co.in or secretarial@iifl. shareholders shall be considered invalid as the facility
com. of e-voting during the meeting is available only to the
3. The company/RTA shall co-ordinate with CDSL and shareholders attending the meeting.
provide the login credentials to the above mentioned 4. Shareholders who have voted through Remote
shareholders. e-Voting will be eligible to attend the AGM. However,
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE they will not be eligible to vote at the AGM.
AGM THROUGH VC/OAVM ARE AS UNDER: In case you have any queries or issues regarding
1. Shareholder will be provided with a facility to attend the e-voting, you may refer the Frequently Asked
AGM through VC/OAVM through the CDSL e-Voting Questions (“FAQs”) and e-voting manual available at
system. Shareholders may access the same at www.evotingindia.com, under help section or write
www.evotingindia.com under shareholders/members an email to helpdesk.evoting@cdslindia.com or call
login by using the remote e-voting credentials. The link 1800225533.
for VC/OAVM will be available in shareholder/members All grievances connected with the facility for voting
login where the EVSN of Company will be displayed. by electronic means may be addressed to Mr. Rakesh
2. Shareholders are encouraged to join the Meeting Dalvi, Manager, Central Depository Services (India)
through Laptops / IPads for better experience. Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal
Mill Compounds, N M Joshi Marg, Lower Parel (East),
3. Further shareholders will be required to allow Camera Mumbai - 400013 or send an email to helpdesk.
and use Internet with a good speed to avoid any evoting@cdslindia.com or call 1800225533.
disturbance during the meeting.
Members who need technical assistance before
4. Please note that participants connecting from Mobile or during the AGM can send an email to helpdesk.
Devices or Tablets or through Laptop connecting via evoting@cdslindia.com or call 1800225533.
Mobile Hotspot may experience Audio/Video loss due

IIFL Securities Limited 9

PROCEDURE FOR REGISTRATION OF E-MAIL ADDRESS co.in at the Investor Services tab by choosing the
AND BANK DETAILS BY SHAREHOLDERS:- E mail / Bank Registration heading and follow the
registration process as guided therein. The members
i. For Temporary Registration for Demat shareholders:
are requested to provide details such as Name, Folio
The Members of the Company holding Equity Shares
Number, Certificate number, PAN , mobile number and
of the Company in Demat Form and who have not
e mail id and also upload the image of share certificate
registered their e-mail addresses may temporarily
in PDF or JPEG format. (upto 1 MB) . In case of any
get their e-mail addresses registered with Link Intime
query, a member may send an e-mail to RTA at rnt.
India Pvt Ltd by clicking the link: https://linkintime.
helpdesk@linkintime.co.in.
co.in/emailreg/email_register.html in their web site
www.linkintime.co.in at the Investor Services tab On submission of the shareholders details an OTP
by choosing the E mail Registration heading and will be received by the shareholder which needs to be
follow the registration process as guided therein. The entered in the link for verification.
members are requested to provide details such as
iv. Registration of Bank Details for physical
Name, DPID, Client ID/ PAN, mobile number and e-mail
shareholders:
id. In case of any query, a member may send an e-mail
The Members of the Company holding Equity Shares
to RTA at rnt.helpdesk@linkintime.co.in.
of the Company in physical Form and who have not
On submission of the shareholders details an OTP registered their bank details can get the same registered
will be received by the shareholder which needs to be with Link Intime India Pvt Ltd , by clicking the link:
entered in the link for verification. https://linkintime.co.in/emailreg/email_register.html
in their web site www.linkintime.co.in at the Investor
ii. For Permanent Registration for Demat shareholders:
Services tab by choosing the E mail/Bank Registration
It is clarified that for permanent registration of e-mail
heading and follow the registration process as guided
address, the Members are requested to register their
therein. The members are requested to provide details
e-mail address, in respect of demat holdings with the
such as Name, Folio Number, Certificate number , PAN,
respective Depository Participant (DP) by following the
e – mail id along with the he copy of the cheque leaf
procedure prescribed by the Depository Participant.
with the first named shareholders name imprinted in
iii. Registration of email id for shareholders holding the face of the cheque leaf containing bank name and
physical shares: branch, type of account, bank account number, MICR
The Members of the Company holding Equity Shares details and IFSC code in PDF or JPEG format. In case
of the Company in physical Form and who have not of any query, a member may send an e-mail to RTA at
registered their e-mail addresses may get their e-mail rnt.helpdesk@linkintime.co.in.
addresses registered with Link Intime India Pvt Ltd, On submission of the shareholders details an OTP
by clicking the link: https://linkintime.co.in/emailreg/ will be received by the shareholder which needs to be
email_register.html in their web site www.linkintime. entered in the link for verification.

10 Annual Report 2019-20

 ANNEXURE TO THE NOTICE
Explanatory Statement Pursuant to Section 102 of Companies Act, 2013 to the accompanying notice

Item No. 3 under the Companies Act 2013 and the Securities and
Exchange Board of India (Listing Obligations and Disclosure
The Company received a notice from a Member under
Requirements) Regulations, 2015 (hereinafter called as the
Section 160 of the Companies Act, 2013, signifying his
Listing Regulation) coupled with the size, complexity and
intention to propose the candidature of Mr. Shamik Das
operations of the IIFL Securities and its group companies,
Sharma (DIN: 07779526) for the office of Independent
the role and responsibilities of the Board, particularly Non-
Director of the Company. The details of Mr. Shamik Das
Executive Director has become more onerous, requiring
Sharma in terms of Regulation 36(3) of the Securities and
greater time commitments, attention and a higher level of
Exchange Board of India (Listing Obligations and Disclosure
oversight.
Requirements) Regulations, 2015 (hereinafter called as the
Listing Regulation) and Secretarial Standard-2 are provided In view of the above, the Board of Directors at its meetings
in this Notice. held on May 15, 2020 recommended and approved
payment of commission not exceeding 1% of the net profits
Mr. Shamik Das Sharma is not related to any Director of the
of the Company for Financial Year 2019-20 and onwards, in
Company. In terms of proviso to sub-section (5) of Section
terms of Section 197 of the Act, computed in accordance
152, the Board of Directors is of the opinion that Mr. Shamik
with the provisions of Section 198 of the Act or such
Das Sharma fulfills the conditions specified in the Act for his
other percentage as may be specified from time to time.
appointment as an Independent Director.
Regulation 17(6) of Listing Regulation authorises the Board
Mr. Shamik Das Sharma has given a declaration to the to recommend all fees and compensation, if any, paid to
Board that he meets the criteria of independence as Non-Executive Directors, including Independent Directors
provided in Section 149(6) of the Companies Act, 2013 and and the same would require approval of members in general
Regulation 16 of the Listing Regulation. The Company has meeting. This commission will be distributed amongst all or
also received:- (i) the consent in writing to act as Director some of the Non-Executive Directors including Independent
(ii) intimation that he is not disqualified under section Directors, taking into consideration various parameter
164(2) of the Companies Act, 2013 and (iii) a declaration such as attendance at Board and Committee meetings,
to the effect that he is not debarred from holding the office contribution at or other than at meetings, etc. in accordance
of Director pursuant to any Order issued by the Securities with the directions given by the Board.
and Exchange Board of India (SEBI). A copy of the draft
The above commission shall be in addition to fees payable
letter for the appointment of Mr. Shamik Das Sharma as
to the Director(s) for attending meetings of the Board/
Independent Director setting out the terms & conditions
Committees or for any other purpose whatsoever as may
would be available for inspection for the members at the
be decided by the Board and reimbursement of expenses
Registered Office of the Company during business hours on
for participation in the Board and other meetings.
working days and through electronic means. Members can
request the same by sending an email to secretarial@iifl. Accordingly, members’ approval is sought by way of a
com till the Annual General Meeting. Special Resolution for payment of commission to the Non-
Executive Directors as set out in the said resolution.
After taking into consideration the recommendation of the
Nomination & Remuneration Committee, the Board is of None of the Directors, Key Managerial Personnel or their
the opinion that Mr. Shamik Das Sharma vast knowledge respective relatives, concerned or interested, financially
and varied experience will be of great value to the Company or otherwise, in the resolution set out at Item No. 4 of the
and has recommended the Resolution at Item No. 3 of Notice, except the Independent Directors and their relatives
this Notice relating to the appointment of Mr. Shamik Das to the extent of the shareholding and commission that may
Sharma as an “Independent Director”, not liable to retire by be received by them, including for Financial Year 2019-20.
rotation for a period of five consecutive years w.e.f. January
The Board accordingly recommends the Special Resolution
14, 2020 upto January 13, 2025, for the your approval.
as set out in Item No. 4 of the Notice for approval of the
None of the other Directors, Key Managerial Personnel or Members.
their relatives are concerned or interested in the Resolution
at Item No. 3 of the Notice, except Mr. Shamik Das Sharma Item No. 5
and his relatives.
As per Section 42 of the Act, read with the Rules framed
The Board accordingly recommends the Ordinary there under, a company offering or making an invitation
Resolutions set out at Item no. 3 of this Notice for approval to subscribe to Non-Convertible Debentures (NCDs) on
of the Members. a private placement basis is required to obtain the prior
approval of the Members by way of a Special Resolution.
Item No: 4 Such an approval can be obtained once a year for all the
offers and invitations made for such NCDs during the year.
With the enhanced Corporate Governance requirements

IIFL Securities Limited 11

In order to augment long-term resources for financing, inter Board of India (Listing Obligations and Disclosure
alia, the ongoing expenditure and for business purposes, Requirements) Regulation, 2015 (hereinafter called as
the Board may, at an appropriate time, offer or invite the Listing Regulations), all related party transactions
subscription for secured/ unsecured redeemable non- shall require prior approval of the Audit Committee and
convertible debentures, in one or more series/ tranches on all material transactions with related parties shall require
private placement, issuable/ redeemable at par. approval of the members of a public listed Company
through a resolution and all related parties shall abstain
The approval of the Members is being sought by way of a
from voting on such resolution.
Special Resolution under Sections 42 and 71 of the Act read
with the Rules made there under, to enable the Company to “Material Related Party Transaction” under the Listing
offer or invite subscriptions of NCDs on a private placement Regulations means any transaction(s) entered into
basis, in one or more tranches, during the period of one individually or taken together with previous transactions
year from the date of passing of the Resolution at Item No. during a financial year exceeding 10% of the annual
5, within the overall borrowing limits of the Company, as consolidated turnover of a company as per its last audited
approved by the Members from time to time. financial statements. The annual consolidated turnover of
the Company for the financial year 2019-20 is ` 789.95
None of the Directors/ Key Managerial Personnel of the
crores. Accordingly, any transaction(s) by the Company
Company/ their relatives is, in any way, concerned or
with its related party exceeding ` 78.99 crores (10% of
interested, financially or otherwise, in the resolution set out
the Company’s annual consolidated turnover) shall be
at Item No. 5 of the Notice.
considered as material transaction and hence, the approval
The Board recommends the Special Resolution set out at of the Members will be required for the same. It is therefore
Item No. 5 of the Notice for approval by the Members. proposed to obtain the members’ approval for the following
arrangements/transactions/contracts which may be
Item No. 6, 7, and 8 entered into by the Company with its related parties from
Pursuant to Regulation 23 of the Securities and Exchange time to time:

Name of the Related Party Nature of Relationship Nature of Transactions Amount

(` in crores)*
IIFL Finance Limited# Related party as per Accounting Loans/Inter-Corporate Deposits/ 1000
Standards and Listing Guarantees/ availing or rendering of
Regulations services/ lease/ leave and license etc.
IIFL Wealth Management Related party as per Accounting Loans/Inter-Corporate Deposits/ 150
Limited Standards and Listing Guarantees/availing or rendering of
Regulations services / lease/ leave and license etc.
IIFL Wealth Finance Limited Related party as per Accounting Loans/Inter-Corporate Deposits/ 150
Standards and Listing Guarantees/availing or rendering of
Regulations services / lease/ leave and license etc.
* The ceiling on the amounts of transactions specified as above would mean the transactions entered into and remaining
outstanding at any point in time.
# Upon effective of Composite Scheme of Arrangement amongst IIFL Finance Limited (formerly known as IIFL Holdings
Limited), IIFL Distribution Services Limited, IIFL Wealth Management Limited, IIFL Securities Limited, India Infoline Finance
Limited, India Infoline Media and Research Services Limited and their respective Shareholders (“Scheme”). India Infoline
Finance Limited is merged with IIFL Finance Limited w.e.f. March 30, 2020 and now the Company shall enter into material
related party transaction with IIFL Finance Limited.
The limit/ceiling for material related party transactions mentioned above with the related parties is kept same as approved by
the Shareholders in the previous Annual General Meeting.
The aforesaid related party transactions do not fall under the purview of Section 188 of the Companies Act, 2013 being in the
ordinary course of business and at arms’ length. However, the same are covered under the provisions of Regulation 23 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly the approval of the shareholders
is sought by way of Ordinary Resolution.
The Audit Committee and Board have approved the aforesaid related party transactions at their respective meetings held on
May 15, 2020 in terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
noted that these transactions shall be in the ordinary course of business and at arm’s length basis.

12 Annual Report 2019-20

With respect to the above matter, the Shareholders/Members are requested to note the following disclosures of Interest:

Sr. Name of the Related Nature of Concern or Interest

No. Party
1 IIFL Finance Limited Mr. Nirmal Jain and Mr. Venkataraman Rajamani are Promoter and Executive Director of
(IIFL FIN) IIFL FIN.
Mr. Nirmal Jain and Mr. Venkataraman Rajamani are promoters of IIFL FIN and both holds
along with their relatives & persons acting in concert 94,343,490 equity shares i.e. 24.94%
in IIFL FIN.
2 IIFL Wealth Management Mr. Nirmal Jain and Mr. Venkataraman Rajamani are Non- Executive Directors of IIFLWML.
Limited (IIFLWML) Mr. Nirmal Jain and Mr. Venkataraman Rajamani are promoters of IIFLWML and holds
along with their relatives & persons acting in concert 12,417,343 equity shares i.e. 14.24%
in IIFLWML.
3 IIFL Wealth Finance Ms. Rekha Warriar is a Non-Executive Independent Director of IIFLWFL.
Limited (IIFLWFL) Mr. Venkataraman Rajamani and Mr. Nirmal Jain are promoters of IIFLWML and IIFLWFL is
a Wholly-Owned Subsidiary of IIFLWML.
Except the above Directors, Promoters and their Relatives, none of the Directors, Key Managerial Personnel and their Relatives
is, in any way, concerned or interested, financially or otherwise in the Ordinary Resolutions set out at item nos. 6, 7 and 8
respectively.
The Board accordingly recommends the Ordinary Resolutions set out at item nos. 6, 7 and 8 of this Notice for approval of the
Members.
Information Pertaining to Director seeking reappointment as mentioned under Regulation 36(3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and applicable Secretarial Standards.

Details of Director Seeking appointment or re-appointment at the Annual General Meeting

Particulars Mr. Shamik Das Sharma Mr. Mohan Radhakrishnan
Date of Birth September 18, 1969 July 27, 1965
Nationality Indian Indian
Date of Appointment/ January 14, 2020 April 01, 2019
Reappointment on the Board
Qualifications Master of Science from Chartered Accountant.
University of Maryland and
B.Tech from IIT Khargpur.
Expertise in specific functional Mr. Shamik is one of India's Mr. Mohan Radhakrishnan is a Whole-Time Director on
areas leading Product and Technology the Board of the Company. He is a qualified Chartered
experts. He has over two Accountant. He has over 33 years of experience in
decades of experience in crafting financial services and capital market regulations and
technical products, taking them compliances. He is associated with the IIFL Group as
to market, building strong teams the Chief Compliance Officer since the last 15 years
and instituting a tech-oriented and is involved in successful implementation of the new
culture in organisations. He has developmental initiatives and setting up of regulatory
worked with small and large systems, governance and processes across the
companies across a diverse set financial services activities of the IIFL Group. In the past,
of domains, in the Bay area and he was associated with SEBI as a General Manager,
Bangalore, as a founder, senior- where he served for a period of over 13 years. He had
executive and an investor. He is held various positions in the regulations, supervision,
currently leading technology at market surveillance and investigation functions at SEBI.
Cure.Fit, a health-tech startup During his tenure at SEBI, he also served as the Member
and previously was the CPO/ Secretary of the “Group for Review of Portfolio Managers
CTO at Myntra. Regulations” in 2000, coordinator for the “Committee on
Strengthening of Disclosures in the Offer Documents
of Companies” in 2001, and member of the “Working
Group to prepare Pilot Policy Statement on Takeover/
Merger and Transfer of Shares of Banks” set up by the
RBI in 2003. Prior to joining SEBI, he was associated
with Carborundum Universal Limited, in the corporate
finance and taxation, for five years.

IIFL Securities Limited 13

Particulars Mr. Shamik Das Sharma Mr. Mohan Radhakrishnan
Number of shares held in the Nil 1,00,000 shares and 75000 options granted under
Company relevant ESOP scheme.
Directorships held in other public Nil • IIFL Trustee Limited
companies (excluding foreign • IIFL Asset Reconstruction Limited
companies)
Attendance in number of Board One of One Nine of Ten
Meetings eligible during the
financial year 2019-20
Memberships/ Chairmanships Nil IIFL Trustee Limited
of committees of other public (As a member of Audit Committee)
companies (includes only Audit
Committee and Stakeholders
Relationship Committee in public
limited companies)
Relationships between Directors None None
inter-se
Remuneration details (Including 0.40 14.51
Sitting Fees & Commission)
(` million)
For other details such as number of meetings of the Board attended during the year, remuneration drawn and relationship with other Directors
and Key Managerial Personnel in respect of above Directors, please refer to the Corporate Governance Report which is a part of this Annual
Report.

By Order of the Board of Directors

Roshan Dave
Company Secretary
ACS-26472

Date: May 15, 2020

Place: Mumbai

Regd. Office
IIFL House, Sun lnfotech Park, Road No. 16V, Plot No. B-23,
MIDC, Thane Industrial Area, Wagle Estate, Thane - 400 604
email - secretarial@iifl.com

14 Annual Report 2019-20