SPECIAL BUSINESS: 1. To consider and if thought fit, pass with or without modifications, the following resolution as a Special Resolution:

Transcription

1 NOTICE IS HEREBY GIVEN THAT 01/2015 EXTRAORDINARY GENERAL MEETING OF THE MEMBERS OF VODAFONE INDIA LIMITED ( THE COMPANY ) WILL BE HELD ON FRIDAY, 19 JUNE, 2015 AT 04:00 P.M. AT THE REGISTERED OFFICE OF THE COMPANY AT PENINSULA CORPORATE PARK, G.K. MARG, LOWER PAREL, MUMBAI TO TRANSACT THE FOLLOWING BUSINESS: SPECIAL BUSINESS: 1. To consider and if thought fit, pass with or without modifications, the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Sections 196,197, schedule V and other applicable provisions, if any, of the Companies Act, 2013, Rules framed thereunder, the Articles of Association and pursuant to the approval and recommendation of the Nomination and Remuneration Committee vide its circular resolution No. 03/2015 dated 20 May 2015 and the approval of the Board of Directors as accorded in its Meeting held on 27 May 2015 and considering the professional knowledge, experience and expertise of Marten Pieters in Telecommunication Industry both in India and abroad, approval of the shareholders of the company be and is hereby accorded for the payment of following remuneration to Marten Pieters, as Non-Executive Director of the Company for a period of 3 (three) years with effect from 1 April, 2015: A lump sum amount of remuneration of Rs. 50 lakh per annum (excluding service tax) RESOLVED FURTHER THAT above mentioned remuneration payable to Marten Pieters shall be inclusive of sitting fees for attending Board and committee meetings, commission, remuneration for professional services rendered and to be rendered with expert advice given by him beyond and apart from his participation in Board and Committee Meetings, benefits, or any other amount paid from time to time. However, it does not include any benefits given or reimbursement made towards any expenses and payment of travelling, boarding and lodging expenses at actuals on physically attending such meetings as per Directors expense policy. RESOLVED FURTHER THAT subject to the necessary approvals of Central Government, if any, as may be required and subject to recommendation of Nomination and Remuneration Committee, the Board of Directors be and is hereby also authorized to periodically, review and revise the aforesaid remuneration of Marten Pieters, during the term starting from 1 April, RESOLVED FURTHER THAT the Chairman of the Company or the Managing Director be and is hereby severally authorized to agree the terms and to sign and execute the letter to be issued to Marten Pieters for and on behalf of the Board and the Company. RESOLVED FURTHER THAT any of the Directors and Company Secretary of the Page 1 of 6

2 Company, be and are hereby severally authorized to do all such acts, deeds and things as may be required to give effect to the resolution including but not limited to making application to Central Government for approval, if required, entering into any agreement or contract with Marten Pieters as may be required and to do all other acts, deeds and things as may be required for seeking approval from Central Government. Place: Mumbai Date: 10 June 2015 By Order of the Board for sd/- Registered Office: Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai Sudhakar Shetty Company Secretary (ACS ) N O T E S: 1) EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013 IS ATTACHED. 2) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. 3) PROXIES TO BE VALID MUST BE DULY FILLED, SIGNED AND DEPOSITED WITH THE REGISTERED OFFICE OF THE COMPANY AT PENINSULA CORPORATE PARK, GANPATRAO KADAM MARG, LOWER PAREL, MUMBAI NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR HOLDING THE MEETING. 4) A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AS SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER. Page 2 of 6

3 EXPLANATORY STATEMENT ATTACHED TO NOTICE DATED 10 JUNE 2015 [as required under Section 102 of the Companies Act, 2013 ] The following statement sets out all material facts relating to the Business mentioned in the accompanying Notice: Item No. 1 The members of the Company are informed that pursuant to the recommendation of the Nomination and Remuneration Committee, the appointment of Marten Pieters as Non- Executive Director was approved by the Board of Directors in its Meeting held on 19 January 2015 to be effective from 01 April The members are informed that Marten Pieters was earlier the Managing Director and Chief Executive Officer (MD & CEO) of the Company up to 31 March 2015 and has been associated with the Company for 6 years since April 2009 and is well versed with its affairs. Given the profile of Marten Pieters and his immense knowledge and experience in Telecom Industry both in India and abroad, the Board is expected to benefit immensely from his expertise. The members are further informed that Marten Pieters being a qualified professional with 3 decades of experience in rendering professional services in the field of management, finance and strategy both in India and abroad. He has expert knowledge of management challenges, Strategy and Regulatory and License issue and fund raising issue in India. His professional services to the Company in the areas as mentioned above in his capacity as a Director and as an expert in telecom industry could be used by the Company. Further the ability to remunerate Marten Pieters for other purpose and services rendered by him as an expert is within the purview of Section 197(4) & (5) of the Companies Act The members are informed that pursuant to section 196, 197 and Schedule V of the Companies Act 2013, pursuant to necessary approvals of the Nomination and Remuneration Committee vide Circular Resolution No. 03/ 2015 dated 20 May 2015 effective 01 April 2015 and the approval of Board of Directors of the Company in its meeting held on 27 May 2015 have been accorded for payment of the lump sum remuneration of Rs. 50 Lakhs (Rupees Fifty Lakhs) per annum (excluding service tax), for a period of three years with effect from 1 April, The Board recommends the resolution set forth in Item No. 01 for approval of members for payment of aforesaid remuneration to Marten Pieters with effect from 1 April, 2015, as already approved by the Nomination and Remuneration Committee and the Board. None of the Directors/key managerial personnel and their relatives except Marten Pieters, is concerned or interested in the resolution set out in the notice convening the meeting. Page 3 of 6

4 Place: Mumbai Date: 10 June 2015 By Order of the Board for sd/- Registered Office: Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai Sudhakar Shetty Company Secretary (ACS ) Page 4 of 6

5 NAME OF THE MEMBER / PROXY / AUTHORISED REPRESENTATIVE (CIN U32200MH1992PLC119108) Regd. Off.: Peninsula Corporate Park, G. K. Marg, Lower Parel, Mumbai ATTENDANCE SLIP DP ID & Client ID* FOLIO NUMBER NUMBER OF SHARES HELD *Applicable if the shares are held in dematerialised form I/We hereby record my/our presence at the Extraordinary General Meeting of the Company held at the registered office of the Company at Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai on Friday, 19 June 2015 at 04:00 p.m.(i.s.t.) SIGNATURE OF THE ATTENDEE Notes: 1. Member / Proxy-holder / Authorized Representative wishing to attend the meeting must bring the Attendance Slip to the meeting and hand over at the entrance duly signed 2. Member / Proxy-holder / Authorized Representative desiring to attend the meeting should bring his copy of the Notice for reference at the meeting. Page 5 of 6

6 (CIN U32200MH1992PLC119108) Regd. Off.: Peninsula Corporate Park, G. K. Marg, Lower Parel, Mumbai PROXY FORM Name of the Member(s) Registered Address Id Folio No. / DP ID & Client Id I / We being the member(s) of shares of the above named company, here by appoint 1. Name: Address: Id: Signature: or failing him / her 2. Name: Address: Id: Signature: or failing him / her 3. Name: Address: Id: Signature: as my / our proxy to attend and vote (on a poll) for me / us on my/ our behalf at the Annual General Meeting of the Company to be held on Friday, 19 June 2015 at 04:00 p.m (I.S.T.) at the registered office at Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No(s) Signed this day of 2015 Please affix 15 Paise Revenue Stamp here Signature of Shareholder Signature of Proxy Holder(s) Signature(s) of Member(s) across the Stamp Note:The proxy form must be deposited with the Registered Office of the Company at Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai not less than 48 hours before the time fixed for holding the meeting Page 6 of 6