July 12, 2021 to the Secretary BSE Limited PJ Towers, Dalal Street
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July 12, 2021 To The Secretary National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block G, PJ Towers, Dalal Street Bandra Kurla Complex, Mumbai: 400 001 Bandra (E) Mumbai – 400 051 Company Scrip Code: 500411 Company Scrip Code: THERMAX EQ Sub: Notice of the 40th Annual General Meeting (AGM) and Annual Report for FY 2020-21 Dear Sir, In compliance with the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Notice of 40th AGM and the Annual Report for the financial year 2020-21, which will be circulated to the shareholders through the electronic mode today i.e. July 12, 2021. The 40th AGM will be held on Friday, August 6, 2021 at 4.00 p.m. (IST) through video conferencing (VC) and other audio visual means (OVAM). The Notice and the annual report are available on the Company’s website at www.thermaxglobal.com. The schedule of AGM is as set out below: Event- 40th AGM Details Time Date and time of AGM Friday, August 6, 2021 4.00 p.m. Mode Video conference and other audio visual means - Participation through video https://emeetings.kfintech.com - Conferencing Record date for Dividend Friday, July 23, 2021 - Dividend payment date Thursday, August 12, 2021 - Cut-off date for e-voting Friday, July 30, 2021 - E-voting start date and time Monday, August 2, 2021 9.00 a.m. E-voting end date and time Thursday, August 5, 2021 5.00 p.m. E-voting Website of KFin https://evoting.kfintech.com - Technologies Private Limited You are requested to take note of the same. Thanking you, Yours faithfully, For THERMAX LIMITED Kedar P. Phadke Company Secretary Encl: As above 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 Email ID: [email protected] Website: www.thermaxglobal.com Tel no: 020-66051200 Corporate Identity No. (CIN) - L29299PN1980PLC022787 Notice NOTICE is hereby given that the Fortieth Annual General and take steps as may be deemed necessary, proper or Meeting of THERMAX LIMITED (‘the Company’) will be held expedient to give effect to this Resolution and matters on Friday, August 6, 2021 at 4.00 p.m. (IST) through Video incidental thereto”. Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) to 5. To consider, and if thought fit, to pass with or transact the following business: without modification(s), the following resolution as a ORDINARY BUSINESS Special Resolution: 1. To consider and adopt the standalone and consolidated “RESOLVED THAT pursuant to the provisions of audited financial statements of the Company for the year Sections 149, 152 and all other applicable provisions of ended March 31, 2021 together with the reports of the the Companies Act, 2013 (‘the Act’) and the Companies Auditors and Board of Directors thereon. (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV to the Act (including any statutory 2. To declare dividend on equity shares for the financial year modification(s) or re-enactment thereof for the time ended on March 31, 2021. being in force) and in accordance with the Securities and 3. To appoint a Director in place of Mr. Pheroz Pudumjee Exchange Board of India (Listing Obligations and Disclosure (DIN 00019602) who retires by rotation and being eligible, Requirements) Regulations, 2015, Mr. Harsh Mariwala offers himself for re-appointment. (DIN- 00210342), who was appointed as an Independent SPECIAL BUSINESS Director at the Thirty Sixth Annual General Meeting of the Company held on August 8, 2017 and who holds 4. To consider and if thought fit, to pass with or without office up to November 9, 2021 and who has submitted a modification(s), the following resolution as an declaration that he meets the criteria of independence as Ordinary Resolution: provided in Section 149(6) of the Act and Regulation 16 of “RESOLVED THAT pursuant to the provisions of Section the SEBI (Listing Obligations and Disclosure Requirements) 148 and other applicable provisions of the Companies Regulations, 2015, as amended from time to time and Act, 2013 and the Companies (Audit and Auditors) who is eligible for reappointment and in respect of whom Rules, 2014 (including any statutory modification(s) the Company has received a notice in writing pursuant or re-enactment thereof for the time being in force), to Section 160 of the Act, from a Member proposing a remuneration of Rs. 6,25,000 /- (Rupees Six Lakhs his candidature for the office of Directorship of the Twenty Five Thousand only) plus applicable taxes and Company be and is hereby appointed as an Independent reimbursement of actual out of pocket expenses to be paid Non-Executive Director of the Company, to hold office for to M/s. Dhananjay V. Joshi & Associates, Cost Accountants, five consecutive years, for a term up to November 9, 2026 Pune, the Cost Auditors appointed by the Board of Directors and whose office shall not be liable to retire by rotation. of the Company to conduct the audit of the cost records of RESOLVED FURTHER THAT pursuant to the provisions of the Company for the financial year ending March 31, 2022, Sections 149, 197 and any other applicable provisions of be and is hereby ratified and confirmed. the Companies Act, 2013 and the Rules made thereunder RESOLVED FURTHER THAT any Director and/or the (including any statutory modification(s) or re-enactment Company Secretary of the Company be and is hereby thereof for the time being in force), Mr. Harsh Mariwala be authorised to do all acts, deeds and things including filings paid such fees, remuneration and commission as the Board 1 may approve from time to time and subject to such limits, for the AGM and hence the Proxy Form, Attendance Slip prescribed or as may be prescribed from time to time. and road map are not annexed to this Notice. RESOLVED FURTHER THAT pursuant to regulation 17(1A) 4. In case of joint holders attending the AGM, only such joint of the Securities and Exchange Board of India (Listing holder who is higher in the order of names in the Register Obligations and Disclosure Requirements) Regulations, of Members of the Company will be entitled to vote. 2015 and the applicable provisions of the Companies 5. Since the AGM will be held through VC/ OAVM, the route Act, 2013 and the Rules made thereunder, approval map of the venue of the Meeting is not annexed hereto. of the Company be and is hereby accorded to continue 6. Members attending the AGM through VC / OAVM shall be the appointment of Mr. Harsh Mariwala, as Independent counted for the purpose of reckoning the quorum under Director of the Company to hold office from May 14, 2026 Section 103 of the Act. up to November 9, 2026 after attaining age of 75 years. In compliance with the aforesaid the MCA Circulars and RESOLVED FURTHER THAT any Director and/or the the SEBI Circular dated May 12, 2020, Notice of the AGM Company Secretary of the Company be and is hereby along with the Annual Report 2020-21 is being sent only authorised to do all acts, deeds and things including filings through electronic mode to those Members whose email and take steps as may be deemed necessary, proper or addresses are registered with the Company/ Depositories. expedient to give effect to this resolution and matters Members may note that the Notice and Annual Report incidental thereto.” 2020-21 will also be available on the Company’s website i.e. www.thermaxglobal.com and websites of the Stock By Order of the Board of Directors Exchanges i.e. BSE Limited and National Stock Exchange of Thermax Limited For India Limited at www.bseindia.com and www.nseindia.com respectively. The Company will publish an advertisement in newspaper containing the details about the AGM i.e. Place : Pune Kedar P. Phadke the conduct of AGM through VC/OAVM, date and time Date : May 25, 2021 Company Secretary of AGM, availability of notice of AGM at the Company’s FCS 3349 website and manner of registering the e-mail IDs of those shareholders who have not registered their email addresses Notes: with the Company/ RTA. 1. In view of the continuing Covid-19 pandemic, the Ministry 7. Company has appointed M/s KFin Technologies Private of Corporate Affairs (“MCA”) has vide its circular dated Limited (‘KFintech’), Registrars and Share Transfer Agents January 13, 2021 read with circulars dated May 5, 2020, (‘RTA’), to provide facilities for voting through remote April 8, 2020 and April 13, 2020 (collectively referred to e-voting, for participation in the e-AGM through VC/ as “MCA Circulars”) permitted the holding of the Annual OAVM and e-voting during the e-AGM. General Meeting (“AGM”) through VC / OAVM, without 8. Procedure for joining the AGM through VC / OAVM: the physical presence of the Members at a common venue. In compliance with the provisions of the Companies i. Members will be able to attend the AGM through VC Act, 2013 (“the Act”), SEBI (Listing Obligations and / OAVM provided by KFintech at https://emeetings. Disclosure Requirements) Regulations, 2015 (“SEBI Listing kfintech.com/ by using their e-voting login credentials Regulations”) and the MCA Circulars, the AGM of the and selecting the EVEN for Company’s AGM. Company is being held through VC / OAVM. Members are requested to follow the procedure 2. The Explanatory Statement pursuant to Section 102 (1) given below: of the Companies Act, 2013 (‘the Act’) in respect of the 1. Launch internet browser (chrome/Firefox/safari) by special business, is annexed hereto.