Notice. remuneration as may be mutually decided by the Board of Directors of the Company and the Statutory Auditors

Transcription

1 Notice NOTICE is hereby given that the Thirteenth Annual General Meeting of will be held on Thursday, August 2, 2018 at 11:00 a.m. at Sir Dinshaw Petit International Convention Hall, 1st Floor, P. J. Towers, Dalal Street, Mumbai , to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt: 2. a. the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2018, together with the Report of the Board of Directors and the Statutory Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2018, together with the Report of the Statutory Auditors thereon. remuneration as may be mutually decided by the Board of Directors of the Company and the Statutory Auditors By order of the Board of Directors For Date : May 4, 2018 Place : Mumbai NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING ( AGM ) SHALL BE ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE AT THE AGM INSTEAD OF HIMSELF/HERSELF, AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE DULY COMPLETED AND SIGNED INSTRUMENT APPOINTING PROXY SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE AGM. To declare final dividend of ` 31/- per equity share and to confirm the interim dividend of ` 5/- per equity share, already paid during the year, for the Financial Year ended March 31, During the period beginning 24 hours before the time fixed for the commencement of the AGM and until the conclusion of the AGM, a member would be entitled to inspect the proxies lodged during the business hours of the Company, provided not less than three days of notice in writing is given to the Company. To appoint a Director in place of Smt. Usha Sangwan (DIN: ), Shareholder Director, who retires by rotation at this Annual General Meeting and being eligible, offers herself for re-appointment, subject to approval of Securities and Exchange Board of India. 4. A person can act as a proxy on behalf of a maximum of 50 members and holding in aggregate not more than 10% of the total paid up share capital of the Company. A member holding more than 10% of the total paid up share capital of the Company carrying voting rights may appoint a single person as proxy, provided that the person does not act as proxy for any other person or shareholder. To ratify the appointment of Statutory Auditors of the Company and to fix their remuneration and in this regard, to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section(s) 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, as amended from time to time, the Company hereby ratifies the appointment of S.R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No E/E300005), as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Fourteenth AGM of the Company to be held in the year 2019 on such 2 Prajakta Powle Company Secretary & Compliance Officer 2. Corporate Members intending to send their Authorised Representatives to attend and vote at the AGM are requested to ensure that the Authorised Representative carries a duly certified true copy of the board resolution, authorizing him/her to attend and vote at the AGM and any one of the photo identity proofs (viz. Aadhaar Card, Driving License, PAN Card, Election Card, Passport or any other valid proof).

2 Annual Report Specimen Resolution for this purpose is as under: 6. The Company has fixed Thursday, July 26, 2018 as the Record date for the purpose of determining the member s eligibility for final dividend, if declared at the AGM. 7. Members are informed that, in case of joint holders attending the AGM, the member whose name appears as the first holder in the order of names as per the register of members of the Company will be entitled to vote. 8. All equity shares issued by the Company till now, rank paripassu in all respects including final dividend for the Financial Year ended March 31, 2018, if declared at the Meeting. 9. Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ( the Rules ), as amended from time to time, any amount transferred to the Unpaid Dividend Account of a Company and which remains unpaid or unclaimed for a period of seven years from the date of such transfer; shall be transferred to the IEPF Fund established by Central Government for this purpose. Accordingly, the Company has transferred the unclaimed and unpaid dividends for FY to IEPF. (To be printed/typed on the letterhead of Corporate Member) RESOLVED THAT pursuant to the provisions of Section 113 and all other applicable provisions, if any, of the Companies Act, 2013, Mr./Ms. (Name of Person) or failing him/her, Mr./ Ms. (Name of Person) be and is hereby authorised to act as the representative of (name of the Corporate Member) to attend the Thirteenth Annual General Meeting of to be held on Thursday, August 2, 2018 at Sir Dinshaw Petit International Conventional Hall, 1st Floor, P. J. Towers, Dalal Street, Mumbai or at any adjournment thereof, for and on behalf of the Company as its representative. RESOLVED FURTHER THAT the aforesaid representative of the Company, be and is hereby authorised to vote for and on behalf of the Company on the resolutions as stated in the Notice of the Thirteenth Annual General Meeting of or at any such adjournment thereof. The aforesaid resolution shall preferably be signed by Director/ Authorised Signatory of the Corporate Member. In terms of the provisions of the Companies Act, 2013, the representatives of Corporate Members without proper authorization, such as board resolution or such other valid authorization, may not be permitted to attend and/or vote at the Meeting Further, according to the said Rules, the shares in respect of which dividend has not been claimed by the shareholders for seven consecutive years or more shall also be transferred to the DEMAT account created by the IEPF Authority. The Company follows procedure prescribed in the Rules, before making any such transfer of shares to the IEPF Authority. Individual reminder letters (including by way of ) are sent to the concerned shareholders and advertisement of public notice is also given in newspapers. Pursuant to the provisions of Section 152 of the Companies Act, 2013 and rules made thereunder and Articles of Association of the Company, Smt. Usha Sangwan, Shareholder Director retires by rotation and being eligible, offers herself for re-appointment. A brief resume of Smt. Usha Sangwan along with nature of her expertise is provided as an Annexure to the Notice. Only the shareholders who are not trading members of the Company or their associates and agents as on cut-off date shall be eligible to vote on this matter as mentioned in Item No. 3 of the Notice. Please note that Company has already transferred shares in respect of which dividend remained unpaid/ unclaimed for the FY Due date for the shares in respect of which dividend remained unpaid/ unclaimed for the FY , is August 31, The Company has sent individual letters and also published an advertisement in this regard. Furthermore, as per the Rules, such details are also made available on the website of the Company: Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank account details, nominations, power of attorney, change of name, change of address, PIN code etc., only to their Depository Participants (DPs) and not to the Registrar and Share Transfer Agent (RTA) or the Company. Pursuant to Regulation 46 of Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 the securities of a recognised Stock Exchange are required to be maintained in dematerialized mode. The Company being a recognised Stock Exchange requests all its shareholders holding shares in physical mode to get their shares converted in dematerialized mode. The Members/ claimants whose shares, unclaimed dividend, etc. have been transferred to the IEPF Authority may claim the shares or apply for refund by making an application to IEPF Authority in Form IEPF 5 (available on iepf.gov.in) as per the procedure prescribed in the IEPF Rules. 10. Non-Resident Indian Members are requested to inform about the following to the Company or its RTA or the concerned DP as the case may be, immediately: Notice 3

3 a. The change in the residential status on return to India for permanent settlement and b. Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code, if not furnished earlier. 11. The physical copy of Annual Report , the Notice of the AGM and instructions for e-voting, along with the attendance slip and proxy form, are being sent to those shareholders whose addresses are not registered with the Company and by electronic mode to those Members whose addresses are registered with the Company/ Depositories, unless a member has requested for a physical copy of the documents. All the above documents are also available on the website of the Company i.e To support the Green initiative, the Members who have not registered their addresses, are requested to register the same with their DPs to enable the Company to send communication electronically. 13. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are requested to submit their PAN to their DPs. Members holding shares in physical form are requested to submit their PAN to the Company or RTA. 14. Relevant documents referred to in the Notice are open for inspection by the members at the registered office of the Company on all working days (i.e., except Saturdays, Sundays and Public Holidays) during business hours upto the date of the AGM. The aforesaid documents will also be available for inspection by members at the AGM. 15. The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts and Arrangements maintained under Section 189 of the Companies Act, 2013, will be available for inspection at the AGM. 16. In accordance with the provisions of Section 72 of the Companies Act, 2013, members are entitled to make nominations in respect of the equity shares held by them. Member holding shares in physical mode and desirous of making nomination may procure the prescribed form SH-13 from the Registrar & Share Transfer Agents of the Company. Member holding share in electronic mode may contact their respective DPs for availing the nomination facility. 17. Members are requested to make all other correspondence in connection with the equity shares held by them by addressing letters directly to the RTA viz., Karvy Computershare Private Limited, Unit:, Karvy Selenium Tower B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad or to the Company at its Registered Office as mentioned in this Notice, quoting reference of their Client ID and DP ID or Folio No. 18. Members/ proxies/ authorised representatives are requested to bring duly filled in attendance slip to the AGM. 19. The term Members has been used to denote Shareholders of. 20. Mr. N. L. Bhatia, (FCS 1176/CP No. 422) Partner, Messrs. N L Bhatia and Associates, Practicing Company Secretaries, has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner. Voting Options VOTING THROUGH ELECTRONIC MEANS 21. In compliance with Section 108 of the Companies Act, 2013 and the rules framed thereunder, the Company has provided a facility to the members to exercise their votes electronically through the electronic voting service facility arranged by Central Depository Services (India) Limited. Members who have cast their votes by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their votes again. 22. The instructions for shareholders voting electronically are as under: i. The e-voting period commences on Monday, July 30, 2018 (9.00 a.m. IST) and ends on Wednesday, August 1, 2018 (5.00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Thursday, July 26, 2018 i.e. Cut-off date, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, he/ she shall not be allowed to change it subsequently or cast vote again. ii. iii. iv. Log on to the e-voting website Click on Shareholders/ Members Enter your User ID a) For CDSL: 16 digits beneficiary ID. b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID. c) Members holding shares in Physical Form should enter Folio Number registered with the Company. v. Enter the Image Verification as displayed and Click on Login. 4

4 Annual Report vi. vii. If you are holding shares in demat form and had logged on to and voted on an earlier voting of any company, then your existing password is to be used. If you are a first time user follow the steps given below: Fill up the following details in the appropriate boxes: For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Dividend Bank Details or Date of Birth (DOB) Members who have not updated their PAN with the Company/ Depository Participant are requested to use the first two letters of their name and the last 8 digits of the sequence number in the PAN field. In case the sequence number is less than 8 digits enter the applicable number of 0 s before the number after the first two characters of the name in CAPITAL letters. E.g. If your name is Ramesh Kumar with sequence number 1 then enter RA in the PAN field. Enter the Dividend Bank Details or Date of Birth (in dd/ mm/yyyy format) as recorded in your demat account or in the Company records in order to login. If both the details are not recorded with the depository or company please enter the member id/ folio number in the Dividend Bank details field as mentioned in instruction (iv). viii. After entering these details appropriately, click on SUBMIT tab; xii. xiii. xiv. xv. xvi. On the voting page, you will see RESOLUTION DESCRIPTION and against the same the option YES/ NO for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution; Click on the RESOLUTIONS FILE LINK if you wish to view the entire Resolution. After selecting the resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote; Once you CONFIRM your vote on the resolution, you will not be allowed to modify your vote. You can also take printout of the voting done by you by clicking on Click here to print option on the Voting page. xvii. If Demat account holder has forgotten the changed login password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system. xviii. Shareholders can also cast their vote using CDSL s mobile app m-voting available for android based mobiles. The m-voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile. ix. Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach Password Creation menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. x. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. xi. Click on the EVSN of. xix. Note for Non Individual Shareholders and Custodians Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to and register themselves as Corporates. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be ed to helpdesk.evoting@cdslindia.com. After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on. The list of accounts should be mailed to helpdesk. evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote. Notice 5

5 xx. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ( FAQs ) and e-voting manual available at com under help section or Contact: Mr. Rakesh Dalvi Telephone no.: helpdesk.evoting@ cdslindia.com VOTING AT THE AGM 23. Pursuant to the provisions of Rule 20 of Companies (Management and Administration) Rules 2014, as substituted by the Companies (Management and Administration) Amendment Rules, 2015, the Company is also offering the facility for voting through ballot paper at the AGM. 24. The facility for voting through ballot paper, will also be made available at the Annual General Meeting (AGM) and the members attending the AGM who have not cast their votes by remote e-voting shall be able to exercise their right at the AGM through ballot paper. Other Instructions i. The voting rights of members shall be in proportion to their shares in the paid up equity share capital of the Company as on Cut-off date. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the Cut-off date only shall be entitled to avail the facility of remote e-voting, as well as voting at the Meeting through ballot. ii. The Scrutinizer shall, immediately after the conclusion of voting at the General Meeting, would count the votes cast at iii Iv the Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make, not later than 48 hours of conclusion of the Meeting, a consolidated Scrutinizer s report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same. The Results on above resolutions shall be declared not later than 48 hours from the conclusion of the AGM of the Company and the resolutions will be deemed to be passed on the AGM date subject to receipt of the requisite number of votes in favor of the resolutions. The results of voting declared along with Scrutinizer s Report(s) will be published on the website of the Company ( and on the website of CDSL e-voting within 48 hours from the conclusion of the AGM and the same shall also be simultaneously communicated to the National Stock Exchange of India Limited. Date: May 4, 2018 Place: Mumbai By order of the Board of Directors For Prajakta Powle Company Secretary & Compliance Officer Registered Office: 25 th Floor, P J Towers, Dalal Street, Mumbai Corporate Identification Number (CIN) - L67120MH2005PLC Tel: /34; Fax: bse.shareholders@bseindia.com Website: 6

6 Annual Report Details of the Directors seeking re-appointment/ appointment/ variation in terms of remuneration at the forthcoming Annual General Meeting (Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 on General Meetings) Name of Director Smt. Usha Sangwan Designation Shareholder Director DIN Date of Appointment September 4, 2015 Item No. 3 Date of Birth (Age) October 1, 1958 (59 years) Brief Resume Mrs. Usha Sangwan, is the first ever woman Managing Director of Life Insurance Corporation of India. She is Post Graduate in Economics, Post Graduate Diploma holder in Human Resource Management and Licentiate from Insurance Institute of India. She joined LIC as Direct Recruit Officer in Expertise in specific functional area Mrs. Sangwan is the Whole Time Director of LIC of India, Board Member of General Insurance Corporation of India, LIC Housing Finance Ltd., Axis Bank, Ambuja Cements Ltd. and Bombay Stock Exchange Ltd., Board Member of LIC (International) BSC Bahrain, Kenindia Assurance Co. Ltd., LIC Card Services Ltd., Member of Governing Council of National Insurance Academy, Member on the Board of Education of Insurance Institute of India. She has worked in all core areas of Life Insurance. She has vast operational and Board level experience of Financial Sector including Banking, Housing Finance, Stock Exchange, Cards, Mutual Funds, General Insurance and Reinsurance. Within Life Insurance, she has experience in Marketing and Product Development, Investments (Operations, Monitoring & Accounting, Risk Management & Research), Personnel, Product Development, Information Technology, Customer Relationship management, HRD/OD, Training, Direct Marketing, Corporate Communication, Corporate Planning, Board Sectt., Estate Management, Engineering, Finance & Accounts, Marketing-all Channels, Group Business, New Business & Reinsurance, Actuarial, Social Media Management, International Operations, Legal, RTI, Audit, Inspection and Mission office for digital India. Her expertise lies in analytics, strategy, execution, people skill, customer centricity, use of technology particularly in marketing and servicing and setting up of systems. She had started Direct Marketing Channel in LIC alongwith online sale of policies. She also brought LIC into Social Media. Today LIC has a Fanbase of lakh on its official Facebook page. She institutionalized many Corporate Communication activities like LIC Student of the Year, Mobile Van, College Campus and Rozgar Melas. She has taken many new initiatives in Marketing like Super-30 to create Role Model agents in every Branch through mentoring process. She has also brought Mobile App for LIC Customers and agents, thus using latest technology for customer service and intermediary efficiency. In servicing, she introduced SMS based Helpline to assure anytime, anywhere accessibility to Customer. Awards She has been featured in Forbes List of 50 most powerful Business Women in Asia in 2015 Most Powerful Women in Indian Business by Business Today in 2016 She is also featured in Femina Most powerful women in India Featured on cover page of Bureaucracy Today Featured in Business World as Most Influential Women in 2016 Management Woman Achiever of the Year by Bombay Management Association Women Leadership Award in BFSI sector by Institute of Public Enterprise Brand Slam Leadership Award by CMO Asia Women Leadership Role Model by Top Rankers Management Consultants CEO with HR Orientation Award by Global HR Excellence arranged by Chartered Institute of Management Accountants Also felicitated by Free Press Journal, Colors TV and Doordarshan for Women in Leadership Role Analytics, Strategy, Execution, People skills and use of technology particularly in marketing and servicing and setting up of systems. Notice 7

7 Qualifications Post Graduate in Economics and Post Graduate Diploma holder in Human Resource Management and Licentiate from Insurance Institute of India ` 4,00,000# of Liable to retire by rotation Remuneration last drawn* Terms and Conditions appointment/ re-appointment Number of Meetings of the Board 3 (Three) attended during the year Directorships held in other Axis Bank Limited Company LIC Housing Finance Limited Ambuja Cements Limited LIC Cards Services Limited General Insurance Corporation of India Limited Committee position held in other Companies (Including BSE Stakeholder Relationship Committee/ Share Allotment Committee Limited) ** General Insurance Corporation of India Limited Audit Committee Stakeholder Relationship Committee Relationship with other directors Nil No. of equity shares held in the Nil Company * P aid to Life Insurance Corporation ( LIC ), for the meeting attended by Smt. Usha Sangwan, as representative of Life Insurance Corporation. ** ( Chairmanship and membership of Audit Committee and Shareholders Relationship Committee have been considered). # ` 4,00,000/- was paid in FY