AGM Notice, to Be Transacted at the Meeting Is Annexed Hereto
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VODAFONE IDEA LIMITED (formerly Idea Cellular Limited) CIN: L32100GJ1996PLC030976 Registered Office: Suman Tower, Plot No. 18, Sector - 11, Gandhinagar - 382 011, Gujarat Email: [email protected] Website: www.ideacellular.com / www.vodafoneidea.com Tel: + 91-79-66714000 Fax: +91-79-23232251 NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the Twenty Third Annual General Meeting of the Members of Vodafone Idea Limited (formerly Idea Cellular Limited) will be held on Saturday, the 22nd day of December, 2018 at 12:30 p.m. at Cambay Sapphire, Plot No. 22-24, Near GIDC, Opposite Hillwoods School, Sector 25, Gandhinagar – 382 044, Gujarat, to transact the following business:- ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements and Audited Consolidated Financial Statements for the Financial Year ended March 31, 2018, together with the Reports of the Board of Directors’ and Auditors’ thereon. 2. To appoint a Director in place of Mr. Kumar Mangalam Birla (DIN: 00012813), who retires by rotation, and being eligible, offers himself for re-appointment. SPECIAL BUSINESS: 3. Ratification of remuneration payable to Cost Auditors To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company hereby ratifies the remuneration of `10,00,000/- (Rupees Ten Lacs only) plus applicable taxes and reimbursement of travel and out of pocket expenses, to be paid to M/s. Sanjay Gupta & Associates, Cost Accountants (Firm Registration No. 000212), appointed as the Cost Auditors of the Company by the Board of Directors to conduct the audit of the cost records of the Company for the Financial Year ending March 31, 2019. RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds and things and take all such steps as may be necessary or expedient to give effect to this resolution.” 4. Appointment of Mr. D. Bhattacharya as Non-Executive Director To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Articles of Association of the Company, Mr. D. Bhattacharya (DIN: 00033553), who was appointed by the Board of Directors of the Company, as an Additional Director of the Company with effect from 31st August, 2018, be and is hereby appointed as a Director of the Company, whose office shall be liable to retirement by rotation.” 5. Appointment of Mr. Ravinder Takkar as Non-Executive Director To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Articles of Association of the Company, Mr. Ravinder Takkar (DIN: 01719511), who was appointed by the Board of Directors of the Company, as an Additional Director of the Company with effect from 31st August, 2018, be and is hereby appointed as a Director of the Company, whose office shall be liable to retirement by rotation.” 6. Appointment of Mr. Thomas Reisten as Non-Executive Director To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Vodafone Idea Limited (formerly Idea Cellular Limited) 1 and the Articles of Association of the Company, Mr. Thomas Reisten (DIN: 06900067), who was appointed by the Board of Directors of the Company, as an Additional Director of the Company on 31st August, 2018, be and is hereby appointed as a Director of the Company, whose office shall be liable to retirement by rotation.” 7. Appointment of Mr. Vivek Badrinath as Non-Executive Director To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Articles of Association of the Company, Mr. Vivek Badrinath (DIN: 07319718), who was appointed by the Board of Directors of the Company, as an Additional Director of the Company with effect from 31st August, 2018, be and is hereby appointed as a Director of the Company, whose office shall be liable to retirement by rotation.” 8. Appointment of Mr. Arun Adhikari as an Independent Director To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Arun Adhikari (DIN: 00591057), who has been appointed as an Additional Director (Independent) by the Board of Directors with effect from 31st August, 2018, in terms of Section 161 of the Act and Articles of Association of the Company and who holds office upto the date of this Annual General Meeting is hereby appointed as an Independent Director of the Company to hold office for a term of three consecutive years, with effect from 31st August, 2018, not liable to retire by rotation.” 9. Appointment of Mr. Ashwani Windlass as an Independent Director To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Ashwani Windlass (DIN: 00042686), who has been appointed as an Additional Director (Independent) by the Board of Directors with effect from 31st August, 2018, in terms of Section 161 of the Act and Articles of Association of the Company and who holds office upto the date of this Annual General Meeting be and is hereby appointed as an Independent Director of the Company to hold office for a term of three consecutive years, with effect from 31st August, 2018, not liable to retire by rotation.” 10. Appointment of Ms. Neena Gupta as an Independent Director To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Neena Gupta (DIN: 02530640), who has been appointed as an Additional Director (Independent) by the Board of Directors with effect from 17th September, 2018, in terms of Section 161 of the Act and Articles of Association of the Company and who holds office upto the date of this Annual General Meeting be and is hereby appointed as an Independent Director of the Company to hold office for a term of three consecutive years, with effect from 17th September, 2018, not liable to retire by rotation.” 11. Approval of Material Related Party Transactions To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any amendment, modification, variation or re-enactment to any of the foregoing), and subject to such other 2 Vodafone Idea Limited (formerly Idea Cellular Limited) approvals, consents, permissions and sanctions of other authorities as may be necessary,