Girish Vasudeva N Koliyote
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AXIS/CO/CS/365/2020-21 9th November 2020 The Chief Manager (Listing & Compliance) The Senior General Manager (Listing) National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5th Floor 1st Floor, New Trading Ring, Rotunda Building Plot No. C/1, “G” Block P. J. Towers, Dalal Street Bandra-Kurla Complex, Fort, Mumbai – 400 001 Bandra (E), Mumbai – 400 051 NSE Code: AXISBANK BSE Code: 532215 Dear Sir(s), SUB: NOTICE OF POSTAL BALLOT Enclosed, please find a copy of Postal Ballot Notice dated 28th October 2020 together with the Explanatory Statement thereto, seeking approval of the Members of the Bank through Postal Ballot, for the following Special/Ordinary Resolutions: 1. Re-appointment of Smt. Ketaki Bhagwati (DIN 07367868) as an Independent Director of the Bank, for her second term of three (3) years with effect from 19th January 2021. 2. Appointment of Smt. Meena Ganesh (DIN: 00528252) as an Independent Director of the Bank, for a period of four (4) years with effect from 1st August 2020. 3. Appointment of Shri Gopalaraman Padmanabhan (DIN: 07130908) as an Independent Director of the Bank, for a period of four (4) years with effect from 28th October 2020. Please note that the Results of Postal Ballot will be declared not later than 48 hours of conclusion of voting through e-voting i.e. on or before 11th December 2020. You are requested to take note of above and arrange to bring it to the notice of all concerned. Thanking You. Yours sincerely, For Axis Bank Limited GIRISH Digitally signed by GIRISH VASUDEVAN VASUDEVA KOLIYOTE Date: 2020.11.09 N KOLIYOTE 15:30:12 +05'30' Girish V. Koliyote Company Secretary Encl: As above AXIS BANK Legal &CS: Axis House, Wadia International Centre, Pandurang Budhkar marg, Worli, Mumbai 400 025 Registered Address: "Trishul" - 3rd Floor, Opp. Samartheswar Temple, Near Law Garden, Ellisbridge, Ahmedabad - 380006. Telephone No.: 079-26409322 Fax No.: 079-26409322 CIN : L65110GJ1993PLC020769 Website: www.axisbank.com CIN: L65110GJ1993PLC020769 Registered Office: ‘Trishul’, 3rd Floor, Opp. Samartheshwar Temple, Law Garden, Ellisbridge, Ahmedabad – 380 006, Gujarat. Phone: +91-79-6630 6161, Fax: +91-79-2640 9321 Email address: [email protected], Website: www.axisbank.com NOTICE OF POSTAL BALLOT To, The Members of Axis Bank Limited, NOTICE is hereby given that pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (the “Act”), including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force and in accordance with the Guidelines prescribed by the Ministry of Corporate Affairs (“MCA”) for holding general meetings / conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated 8th April 2020, 17/2020 dated 13th April 2020 and 33/2020 dated 28th September 2020, in view of the COVID-19 pandemic (“the relevant Circulars”), the resolutions appended below are proposed to be passed by the Members of Axis Bank Limited (the “Bank”), by way of postal ballot, only through remote voting by electronic means (“remote e-voting”): SPECIAL BUSINESS: Item no. 1:- Re-appointment of Smt. Ketaki Bhagwati (DIN 07367868) as an Independent Director of the Bank, for her second term of three (3) years, with effect from 19th January 2021. To consider, and if thought fit, to pass the following Resolution, as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with the relevant Rules made thereunder (the “Act”), the applicable provisions of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), Section 10A(2A) and other relevant provisions of the Banking Regulation Act, 1949, and the rules, guidelines and circulars issued by the Reserve Bank of India (the “RBI”), in this regard, from time to time and any other applicable laws (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force), the provisions of the Articles of Association of Axis Bank Limited (the “Bank”) and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Bank, Smt. Ketaki Bhagwati (DIN 07367868) whose first term as an Independent Director of the Bank is due to expire on 18th January 2021 and who meets the criteria of independence as prescribed under the provisions of Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and who is eligible to be re-appointed as an Independent Director of the Bank, be and is hereby re-appointed as an Independent Director of the Bank for her second term of three (3) years, with effect from 19th January 2021 up to 18th January 2024 (both days inclusive), being the period up to which she can continue as a Director of the Bank, under the provisions of Section 10A(2A) of the Banking Regulation Act, 1949 AND THAT during her tenure as an Independent Director of the Bank, Smt. Ketaki Bhagwati shall not be liable to retire by rotation, in terms of Section 149(13) of the Act.” “RESOLVED FURTHER THAT the Director(s)/Officer(s) of the Bank be and are hereby severally authorized to execute all such agreements, documents, instruments and writings as deemed necessary, to file requisite forms or applications with the Statutory/ Regulatory Authorities, with power to settle all questions, difficulties or doubts that may arise in this regard, as he/she may in his/ her sole and absolute discretion deem fit and to do all such acts, deeds, matters and things as may be considered necessary and appropriate and to delegate all or any of its powers herein conferred to any other Director(s)/ Officer(s) of the Bank, to give effect to this Resolution.” Item no. 2:- Appointment of Smt. Meena Ganesh (DIN: 00528252) as an Independent Director of the Bank, for a period of four (4) years, with effect from 1st August 2020. To consider and, if thought fit, to pass the following Resolution, as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with the relevant Rules made thereunder (the “Act”), Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), Section 10A(2A) and other applicable provisions of the Banking Regulation Act, 1949, and the rules, guidelines and circulars issued by the Reserve Bank of India (“RBI”), from time to time and any other applicable laws (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force), the provisions of the Articles of Association 1 Axis Bank Limited of Axis Bank Limited (the “Bank”) and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Bank, Smt. Meena Ganesh (DIN: 00528252), who was appointed as an Additional Independent Director of the Bank, with effect from 1st August 2020 and who holds office as such up to the date of the ensuing Annual General Meeting, be and is hereby appointed as an Independent Director of the Bank, for a period of four (4) years, with effect from 1st August 2020 up to 31st July 2024 (both days inclusive), AND THAT during her tenure as an Independent Director of the Bank, Smt. Meena Ganesh shall not be liable to retire by rotation, in terms of Section 149(13) of the Act.” “RESOLVED FURTHER THAT the Directors of the Bank be and are hereby severally authorized to execute all such agreements, documents, instruments and writings as deemed necessary, file requisite forms or applications with the Statutory/Regulatory Authorities, with the power to settle all questions, difficulties or doubts that may arise, in this regard, as he/she may in its sole and absolute discretion deem fit and to do all such acts, deeds, matters and things as may be considered necessary and appropriate and to delegate all or any of its powers herein conferred to any Director(s)/ Officer(s) of the Bank, to give effect to this Resolution.” Item no. 3:- Appointment of Shri Gopalaraman Padmanabhan (DIN: 07130908) as an Independent Director of the Bank, for a period of four (4) years, with effect from 28th October 2020. To consider and, if thought fit, to pass the following Resolution, as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with the relevant Rules made thereunder (the “Act”), Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), Section 10A(2A) and other applicable provisions of the Banking Regulation Act, 1949, and the rules, guidelines and circulars issued by the Reserve Bank of India (“RBI”), from time to time and any other applicable laws (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force), the provisions of the Articles of Association of Axis Bank Limited (the “Bank”) and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of