International Paper Appm Limited
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INTERNATIONAL@PAPER July 3, 2019 BSE Limited, National Stock Exchange of India Ltd. th 14 Floor, P.J. Towers, 11Exchange Plaza," Dalal Street, Plot No.C/1, G Block, MUMBAI :: 400 001 Bandra-Kurla Complex, Sandra {E), MUMBAI - 400 051 (BSE Scrip Code No.502330) (Symbol - lPAPPM; Series - EQ) Dear Sirs, Sub: Submission of Notice of 55th Annual General Meeting {AGM) and Annual Report for the financial year 2018-19 under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to Regulation 34 of SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose a copy of the Notice of 55th Annual General Meeting and Annual Report for the financial year ended March 31, 2019, which is being circulated today to the Members of the Company. The aforesaid documents are available in the website of the Company viz., www.ipappm.com Kindly take the same on your record. Thanking you, Yours faithfully, For INTERNATIONAL PAPER APPM LIMITED C . \)A,,,J.r�<c.,, C. PRABHAKAR SR. VICE PRESIDENT (CORPORATE AFFAIRS) & COMPANY SECRETARY Encl: As above. INTERNATIONAL PAPER APPM LIMITED {Formerly known as The Andhra Pradesh Paper Mills Limited) (Corporate Identity Number: L21010AP1964PLC001008} Corp. Office: Krishe Sapphire Building, 8th Floor, 1-89/3/B40 to 42/KS/801, Hi-tech City Main Road, Madhapur, Hyderabad - S00 081, India. Tel: +91-40-3312 1000 Fax: +91-40-3312 1010 website: www.ipappm.com Regd. Office: Rajahmund ry - 533 105, East Godavari Dist., Andhra Pradesh, India. An ISO 9001, ISO 14001 and OHSAS 18001 Certified Company International Paper APPM Limited AGM Notice 2019 (Formerly The Andhra Pradesh Paper Mills Limited) INTERNATIONAL PAPER APPM LIMITED (Formerly known as The Andhra Pradesh Paper Mills Limited) (CIN: L21010AP1964PLC001008) Regd. Office: Rajahmundry – 533 105, East Godavari District, Andhra Pradesh, India Notice of Annual General Meeting NOTICE is hereby given that the 55th Annual General SPECIAL BUSINESS Meeting of the Members of International Paper APPM 4. Re-appointment of Mr. M.S. Ramachandran as an Limited will be held on Thursday, August 1, 2019 at 12.30 Independent Director of the Company P.M. at Cherukuri Veerraju Subbalakshmi Convention Centre, Jawaharlal Nehru Road, Rajahmundry – 533 To consider and if thought fit, to pass with or without 103, East Godavari District, Andhra Pradesh, India to modification(s), the following Resolution, as a Special transact the following business: Resolution: “RESOLVED THAT pursuant to the provisions of ORDINARY BUSINESS Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 (The Act), The Companies 1. To consider and adopt audited financial statements (Appointment and Qualification of Directors) Rules, of the Company for the financial year ended March 2014 read with Schedule IV of the Act and the applicable 31, 2019 and the Reports of Board of Directors and provisions of SEBI (Listing Obligations and Disclosure Auditors thereon. Requirements) Regulations, 2015 (including any 2. To appoint a Director in place of Mr. Russell V. Harris statutory modification(s) or re-enactment thereof for (DIN: 07863226) who retires by rotation and being the time being in force), Mr. M.S. Ramachandran (DIN: eligible offers himself for re-appointment. 00943629), being eligible and in respect of whom the Company has received a notice under section 160 of 3. Re-appointment of Auditors and fixing of the Act from a Member proposing his candidature for remuneration the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not To consider and, if thought fit, to pass, with or liable to retire by rotation, for a second term of three without modification(s), the following Resolution as consecutive years from April 1, 2019 to March 31, an Ordinary Resolution: 2022 and also approval of the Members be and is “RESOLVED THAT pursuant to the provisions of hereby accorded for continuation of the directorship Sections 139, 142 and other applicable provisions, of Mr. M.S. Ramachandran, on attaining the age of if any, of the Companies Act, 2013 read with seventy five years during his tenure.” the Companies (Audit and Auditors) Rules, 5. Re-appointment of Mr. Praveen P. Kadle as an 2014 (including any statutory modification(s) or Independent Director of the Company re-enactment(s) thereof, for the time being in force), To consider and if thought fit, to pass with or without M/s. Deloitte Haskins & Sells, Chartered Accountants modification(s), the following Resolution, as a Special (Firm Registration No.008072S), be and are hereby Resolution: re-appointed as Auditors of the Company for a “RESOLVED THAT pursuant to the provisions second term of 3 (three) consecutive years, to hold of Sections 149, 150, 152 and other applicable office from the conclusion of this (the 55th) Annual provisions of the Companies Act, 2013 (The Act), General Meeting till the conclusion of the 58th Annual The Companies (Appointment and Qualification General Meeting. of Directors) Rules, 2014 read with Schedule IV FURTHER RESOLVED THAT approval be and is of the Act and the applicable provisions of SEBI hereby accorded for payment of remuneration (Listing Obligations and Disclosure Requirements) for the financial year 2019-20 not exceeding Regulations, 2015 (including any statutory ` 66.00 lakhs plus reimbursement of travelling and modification(s) or re-enactment thereof for the time out-of-pocket expenses (excluding applicable taxes) being in force), Mr. Praveen P. Kadle (DIN: 00016814), to M/s. Deloitte Haskins & Sells and remuneration being eligible and in respect of whom the Company for the financial years 2020-21 and 2021-22 payable has received a notice under section 160 of the Act to M/s. Deloitte Haskins & Sells be determined by from a Member proposing his candidature for the the Board as per the recommendation of Audit office of Director, be and is hereby re-appointed Committee.” as an Independent Director of the Company, not 1 International Paper APPM Limited AGM Notice 2019 (Formerly The Andhra Pradesh Paper Mills Limited) liable to retire by rotation, for a second term of applicable taxes) plus reimbursement of travelling three consecutive years from April 1, 2019 to and out-of-pocket expenses, as approved by the March 31, 2022.” Board of Directors of the Company, to be paid to M/s. Narasimha Murthy & Co., Cost Accountants, 6. Re-appointment of Mr. Adhiraj Sarin as an Hyderabad, Cost Auditors (Firm Registration No. Independent Director of the Company 000042) to conduct the audit of the cost records of To consider and if thought fit, to pass with or without the Company, for the financial year ending March 31, modification(s), the following Resolution, as a Special 2020 be and is hereby ratified and confirmed. Resolution: FURTHER RESOLVED THAT the Board of Directors “RESOLVED THAT pursuant to the provisions of of the Company be and is hereby authorized to do Sections 149, 150, 152 and other applicable provisions all acts and take all such steps as may be necessary, of the Companies Act, 2013 (The Act), The Companies proper or expedient to give effect to this Resolution.” (Appointment and Qualification of Directors) Rules, By Order of the Board 2014 read with Schedule IV of the Act and the For International Paper APPM Limited applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re- enactment thereof for the time being in force), Mr. C. Prabhakar Adhiraj Sarin (DIN: 00140989), being eligible and Sr. Vice President (Corporate Affairs) & in respect of whom the Company has received a Company Secretary notice under section 160 of the Act from a Member Registered Office: proposing his candidature for the office of Director, Rajahmundry - 533 105 be and is hereby re-appointed as an Independent East Godavari District, Andhra Pradesh, India Director of the Company, not liable to retire by June 30, 2019 rotation, for a second term of three consecutive years from April 1, 2019 to March 31, 2022.” Notes 7. Re-appointment of Mr. Milind Sarwate as an 1. The Explanatory Statement pursuant to Regulation Independent Director of the Company 36 of the SEBI (Listing Obligations and Disclosure To consider and if thought fit, to pass with or without Requirements) Regulations, 2015 (LODR Regulations) modification(s), the following Resolution, as a Special setting out the details relating to Ordinary Business in Resolution: respect of Item No. 3 is annexed hereto. 2. The Explanatory Statement pursuant to Section 102 “RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 (The Act) setting out of Sections 149, 150, 152 and other applicable details relating to Special Business in respect of Item provisions of the Companies Act, 2013 (The Act), Nos. 4 to 8 is annexed hereto. The Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV 3. A Member entitled to attend and vote at the of the Act and the applicable provisions of SEBI Meeting is entitled to appoint a proxy to attend (Listing Obligations and Disclosure Requirements) and vote instead of himself/herself. Such proxy Regulations, 2015 (including any statutory need not be a Member of the Company. modification(s) or re-enactment thereof for the time A person can act as proxy on behalf of Members being in force), Mr. Millind Sarwate (DIN: 00109854), not exceeding fifty (50) and holding in the being eligible and in respect of whom the Company aggregate not more than ten per cent of the total has received a notice under section 160 of the Act share capital of the Company carrying voting from a Member proposing his candidature for the rights. office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable The instrument of proxy in order to be effective, to retire by rotation, for a second term of three should be deposited at the Registered Office of the consecutive years from April 1, 2019 to March 31, Company, duly completed and signed, not less than 2022.” 48 hours before the commencement of the Meeting.