National Aluminium Company Limited (A Government of India Enterprise) CIN: L27203OR1981GOI000920 Regd
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National Aluminium Company Limited (A Government of India Enterprise) CIN: L27203OR1981GOI000920 Regd. Office: NALCO Bhawan, Plot No. P/1, Nayapalli, Bhubaneswar – 751 013 (Odisha) Website: www.nalcoindia.com, E-mail: [email protected], Tel. No.: 0674-2301988-2301999 NOTICE Notice is hereby given that the 39th Annual General Meeting of the Company will be held on Wednesday, the 30th September, 2020 at 11.00 a.m. through Video Conferencing (“VC”)/ Other Audio Visual means (“OAVM”) to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the audited financial statements (including audited consolidated financial statements) of the Company for the financial year ended 31st March, 2020, the reports of the Board of Directors and Auditors thereon. 2. To confirm payment of interim dividend on equity shares already paid for the financial year ended st31 March, 2020. 3. To appoint Director in place of Shri Pradip Kumar Mishra (DIN: 06445517), who retires by rotation and being eligible, offers himself for re-appointment. SPECIAL BUSINESS: 4. To appoint Shri Sridhar Patra (DIN: 06500954) as Chairman-cum-Managing Director of the Company. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution, with or without modification(s): “RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 and the Rules made thereunder, approval of the members of the Company be and is hereby accorded for the appointment of Shri Sridhar Patra (DIN: 06500954), as Chairman- cum-Managing Director (CMD) of the Company with effect from 17.12.2019 (who was holding the post of Director (Finance) of the Company w.e.f. 01.09.2018) in terms of order No.2/1/2019-Met. I dated 17th December, 2019 of the Ministry of Mines, Government of India for a period of 5 years from the date of his assumption of charge of the post till the date of his superannuation i.e. 31.10.2024 or until further order whichever is the earliest.” “RESOLVED FURTHER THAT the detailed terms and conditions of Shri Sridhar Patra as CMD shall be as determined by the Government of India from time to time.” 5. To appoint Shri Radhashyam Mahapatro (DIN: 07248972) as Director (HR) of the Company. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution, with or without modification(s): “RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Shri Radhashyam Mahapatro (DIN: 07248972), appointed as Director(HR), by the President of India vide letter no. 2/3/2019- Met. I dated 29.11.2019 and subsequently appointed as an Additional Director by the Board of Directors with effect from 01.01.2020 to hold office until the date of this Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of director of the Company, be and is hereby appointed as Director (HR) of the Company, liable to retire by rotation”. 1 NATIONAL ALUMINIUM COMPANY LIMITED NOTICE “RESOLVED FURTHER THAT the detailed terms and conditions of Radhashyam Mahapatro (DIN: 07248972) as Director (HR) shall be as determined by the Government of India, from time to time.” 6. To appoint Shri Satendra Singh (DIN: 05195060) as Director of the Company. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution, with or without modification(s): “RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Shri Satendra Singh (DIN:05195060), appointed as an Additional Director with effect from 05.08.2020 vide Government of India letter No. 2/1/2020-Met-1 (pt) dated 05th August, 2020 to hold office until the date of this Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing his candidature for the office of director of the Company, be and is hereby appointed as Director of the Company, liable to retire by rotation” 7. To appoint Shri Upendra C. Joshi (DIN: 08831041) as Director of the Company. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution, with or without modification(s): “RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Shri Upendra C. Joshi (DIN: 08831041), appointed as an Additional Director with effect from 05.08.2020 vide Government of India letter No. 2/1/2020-Met-1 (pt) dated 05th August, 2020 to hold office until the date of this Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing his candidature for the office of director of the Company, be and is hereby appointed as Director of the Company, liable to retire by rotation” 8. To ratify the remuneration of Cost Auditors for the financial year ending 31st March, 2021. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution, with or without modification(s): “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration of ₹3,00,000/- plus applicable Goods and Services Tax plus out of pocket expenses, as approved by the Board of Directors and set out in the explanatory statement annexed to the Notice convening this Meeting, to be paid to M/s. Niran & Co., Cost Accountants (FRN.: 000113) appointed by the Board of Directors of the Company, to conduct the audit of cost records of the Company for the financial year ending 31st March, 2021, be and is hereby ratified.” “RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” By order of the Board Place: Bhubaneswar (N K Mohanty) Date: 04.09.2020 Company Secretary Notes: 1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”) in respect of Item nos. 4 to 8 of the Notice set out above, is annexed hereto. The Board of Directors have considered and decided to include item nos. 4 to 8 as Special Business as they are unavoidable in nature. The relevant details as required under Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) of persons seeking appointment/ reappointment as Director is also annexed. 2 NATIONAL ALUMINIUM COMPANY LIMITED 2. In view of the continuing restrictions on the movement of people at several places in the country, due to the outbreak of COVID-19, the Ministry of Corporate Affairs, Government of India (“MCA”), and the Securities and Exchange Board of India (“SEBI”), has allowed companies to conduct Annual General Meetings (“AGM”) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) during the calendar year 2020, without the physical presence of Members. This also addresses the health and safety of the Members. This AGM is being convened in compliance with applicable provisions of the Act and the Rules made thereunder; provisions of the Listing Regulations; the provisions of General Circular dated 5th May, 2020 read with General Circular dated 8th April, 2020 and dated 13th April, 2020 issued by the MCA and Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated 12th May, 2020 issued by SEBI, (“MCA and SEBI Circulars”). 3. Theattendance of the Members attending the AGM through VC / OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act. 4. In accordance with the Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) read with Clarification / Guidance on applicability of Secretarial Standards - 1 and 2 dated 15th April, 2020 issued by the ICSI, the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company i.e. NALCO Bhawan, Plot No. P/1, Nayapalli, Bhubaneswar - 751 013 which shall be the venue of the AGM. The route map for the venue of the AGM is therefore not attached. 5. KFin Technologies Private Limited, (“KFin”), the Company’s Registrar and Transfer Agent will provide the facility for voting through remote e-voting, for participating in the AGM through VC / OAVM and e-voting during the AGM. 6. Generally, a Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a Member of the Company. Since the AGM is being held through VC / OAVM, physical attendance of Members is dispensed with and consequently, the facility for appointment of proxies is not applicable. Hence proxy forms and attendance slips are not annexed to this Notice. 7. TheRegister of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act will be available for inspection by the Members through electronic mode during the AGM.