Thermax Limited Thermax House, 14 Mumbai Pune Road, Wakdewadi, Pune 411 003
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THERMAX LIMITED THERMAX HOUSE, 14 MUMBAI PUNE ROAD, WAKDEWADI, PUNE 411 003. INDIA 0 TEL.: (020) 25542122, 25542263 0 FAX : (020) 25541 226 Website : www.thermaxglobal.com 0 IT PAN- AAACT 3910D Customer Care : 18002090115 (India Toll Free) Corporate Finance Ref: KPP /TL-36/03264 Date: July 12, 2019 The Secretary, BSE Ltd., Phiroze Jeejeebhoy Towers, THERMAX Dalal Street, Mumbai - 400 001 Fax No: 022-22723121/3719 Company's Scrip Code: 500411 Sub: Notice of 38th Annual General Meeting and Annual Report for the Financial Year 2018-19 Dear Sir, Pursuant to Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Notice of 38th Annual General Meeting (AGM) and Annual Report for the financial year 2018-19. Same is also available on the Company's website. i.e. www.thermaxglobal.com The schedule of AGM is as set out below· Event Date Time Record date for AGM & Final Dividend July 27, 2019 NA Cut-off date to vote on AGM resolutions August 1, 2019 NA Commencement of e-voting August 3, 2019 9.00 a.m. End of e-voting August 7, 2019 5.00 p.m. AGM August 8, 2019 4.00 p.m. (Address-Yashwantrao Chavan Academy of Development Administration, MDC (Auditorium) Building, Raj Bhavan Complex, Baner Road, Pune- 411 007) Dividend payout date August 14,2019 NA You are requested to kindly take note of the above. Thanking you, Yours faithfully, For THERMAX LIMITED rJRud~ Kedar P. Phadke Company Secreatry End: As above REGD. OFFICE : D 13, MIDC INDUSffiiAL AREA, R. D. AGA ROAD, CHINCHWAD, PUNE : 411 019. INDIA CORPORATE IDENTITY NUMBER : L29299PN1980PLC022787 ,, THERMAX THERMAX LIMITED Registered Office: D-13, MIDC Industrial Area, R. D. Aga Road, Chinchwad, Pune 411 019 Corporate Office: Thermax House, 14, Mumbai-Pune Road, Wakdewadi, Pune 411 003 Tel.: +91 20 66051200, Website: wwwtherrnaxglobal com, Email: cservice@thermaxglobal com Corporate Identity No. (CIN)- L29299PN1980PLC022787 NOTICE NOTICE is hereby given that the Thirty-eighth Annual Cost Auditors appointed by the Board of Directors of the General Meeting of THERMAX LIMITED ('the Company') Company to conduct the audit of the cost records ofthe will be held on Thursday, August 8, 2019 at 4.00 p.m. at Company for the financial year ending March 31, 2020 Yashwantrao Chavan Academy of Development be and is hereby ratified and confirmed. Administration, MDC (Auditorium) Building, Raj Bhavan RESOLVED FURTHER THAT any Director and/or the Complex, Baner Road, Pune - 411007 to transact the Company Secretary of the Company be and is hereby following business: authorised to do all acts, deeds and things including ORDINARY BUSINESS filings and take steps as may be deemed necessary, 1. To consider and adopt the standalone and proper or expedient to give effect to this resolution and consolidated audited financial statements of the matters incidental thereto". Company for the year ended March 31, 2019 5. To consider and if thought fit, to pass with or without together with the reports of the Auditors and Board of modification(s), the following resolution as an Ordinary Directors thereon. Resolution: 2. To declare dividend on equity shares for the financial "RESOLVED THAT pursuant to the provisions of year ended on March 31,2019. Sections 149, 152 and all other applicable provisions of 3. To appoint a Director in place of Mr. M. S. the Companies Act, 2013 ('the Act') and the Companies Unnikrishnan, (DIN 01460245) who retires by (Appointment and Qualification of Directors) Rules, rotation and being eligible, offers himself for re 2014 read with Schedule IV to the Act (including any appointment. statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the SPECIAL BUSINESS Securities and Exchange Board of India (Listing 4. To consider and if thought fit, to pass with or without Obligations and Disclosure Requirements) modification(s), the following resolution as an Regulations, 2015, Rajani Kesari (DIN - 02384170), Ordinary Resolution: who was appointed as an Additional Director of the "RESOLVED THAT pursuant to the provisions of Company pursuant to the provisions of Section 161 of Section 148 and other applicable provisions of the the Companies Act, 2013 and the Articles of Companies Act, 2013 and the Companies (Audit and Association of the Company, with effect from Auditors) Rules, 2014 (including any statutory November 14, 2018 and who holds office up to the date modification(s) or re-enactment thereof for the time ofThirty-eighthAnnual General Meeting and in respect being in force), a remuneration of Rs. 8,50,000/ of whom the Company has received a notice in writing (Rupees eight lakh fifty thousand only) plus under Section 160 of the Companies Act, 2013, from a applicable taxes and reimbursement of actual out of member proposing her candidature for the office of pocket expenses to be paid to M/s. Dhananjay V. Director and she has also submitted a declaration that Joshi & Associates, Cost Accountants, Pune, the she meets the criteria of independence as provided in Section 149(6)oftheActand Regulation 16oftheSEBI effect from July 22,2019 and who holds office up to the (Listing Obligations and Disclosure Requirements) date of Thirty-eighth Annual General Meeting and in Regulations, 2015, as amended from time to time and respect of whom the Company has received a notice in who is eligible for reappointment, be and is hereby writing under Section 160 ofthe Companies Act, 2013, appointed as an Independent Non-Executive Director from a member proposing his candidature for the office of the Company, to hold office for five consecutive of Director and he has also submitted a declaration that years, for a term up to November 13, 2023 and whose he meets the criteria of independence as provided in office shall not be liable to retire by rotation. Section 149(6)oftheActand Regulation 16oftheSEBI RESOLVED FURTHER THAT pursuant to the (Listing Obligations and Disclosure Requirements) provisions of Sections 149, 197 and any other Regulations, 2015, as amended from time to time and applicable provisions of the Companies Act, 2013 and who is eligible for reappointment, be and is hereby the Rules made thereunder (including any statutory appointed as an Independent Non-Executive Director modification(s) or re-enactment thereof for the time of the Company, to hold office for five consecutive being in force), Rajani Kesari be paid such fees, years, for a term up to July 21, 2024 and whose office remuneration and commission as the Board may shall not be liable to retire by rotation. approve from time to time and subject to such limits, RESOLVED FURTHER THAT pursuant to the prescribed or as may be prescribed from time to time. provisions of Sections 149, 197 and any other RESOLVED FURTHER THAT any Director and/or the applicable provisions of the Companies Act, 2013 and Company Secretary of the Company be and is hereby the Rules made thereunder (including any statutory authorised to do all acts, deeds and things including modification(s) or re-enactment thereof for the time filings and take steps as may be deemed necessary, being in force), Dr.Jairam Varadaraj be paid such fees, proper or expedient to give effect to this Resolution and remuneration and commission as the Board may matters incidental thereto." approve from time to time and subject to such limits, prescribed or as may be prescribed from time to time. 6. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special RESOLVED FURTHER THAT any Director and/or the Resolution: Company Secretary of the Company be and is hereby authorised to do all acts, deeds and things including "RESOLVED THAT pursuant to the provisions of filings and take steps as may be deemed necessary, Sections 149, 152 and all other applicable provisions of proper or expedient to give effect to this Resolution and the Companies Act, 2013 ('the Act') and the matters incidental thereto." Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV to the Act 7. To consider and if thought fit, to pass with or without (including any statutory modification(s) or re modification(s), the following resolution as a Special enactment thereof for the time being in force) and in Resolution: accordance with the Securities and Exchange Board of "RESOLVED THAT pursuant to the provisions of India (Listing Obligations and Disclosure Sections 149, 152 and all other applicable provisions of Requirements) Regulations, 2015, Dr. Jairam the Companies Act, 2013 ('the Act') and the Varadaraj (DIN- 00003361), who was appointed as an Companies (Appointment and Qualification of Additional Director of the Company pursuant to the Directors) Rules, 2014 read with Schedule IV to the Act provisions of Section 161 of the Companies Act, 2013 (including any statutory modification(s) or re and the Articles of Association of the Company, with enactment thereof for the time being in force) and in 2 accordance with the Securities and Exchange Board of "RESOLVED THAT pursuant to the provisions of India (Listing Obligations and Disclosure Sections 149, 152 and all other applicable provisions of Requirements) Regulations, 2015, Nawshir Mirza the Companies Act, 2013 ('the Act') and the (DIN- 00044816), who was appointed as an Additional Companies (Appointment and Qualification of Director of the Company pursuant to the provisions of Directors) Rules, 2014 read with Schedule IV to the Act Section 161 of the Companies Act, 2013 and the (including any statutory modification(s) or re Articles of Association of the Company, with effect from enactment thereof for the time being in force) and in July 22, 2019 and who holds office up to the date of accordance with the Securities and Exchange Board of Thirty-eighth Annual General Meeting and in respect of India (Listing Obligations and Disclosure whom the Company has received a notice in writing Requirements) Regulations, 2015, Dr.