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DLF LIMITED Regd

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DLF LIMITED Regd DLF LIMITED Regd. Offi ce: Shopping Mall, 3rd Floor, Arjun Marg, Phase-I, DLF City, Gurgaon – 122 002, Haryana CIN: L70101HR1963PLC002484 Website: www.dlf.in; e-mail: [email protected] Notice Notice is hereby given that the Forty-ninth Annual as a Director of the Company, liable to retire by General Meeting (AGM) of DLF Limited will be held rotation.” on Friday, the 29th August, 2014 at 10.30 A.M. at DLF Club 5, Opposite Trinity Tower, DLF 5, 7. To consider and if thought fi t, to pass with or Gurgaon-122 002 (Haryana) to transact the following without modifi cation(s), the following resolution business: as an Ordinary Resolution: “RESOLVED THAT Mr. Rajeev Talwar Ordinary Business (DIN 01440785), who was appointed as an 1. To receive, consider and adopt the Audited Additional Director of the Company w.e.f. th Financial Statements for the fi nancial year ended 14 February, 2014 and who holds offi ce upto the 31st March, 2014 together with the Reports of date of this AGM, in terms of Section 161 of the Directors and Auditors thereon. Companies Act, 2013 (‘the Act’) and Article 101(2) of the Articles of Association of the Company and 2. To declare dividend. in respect of whom the Company has received a notice in writing from a member under Section 3. To appoint a Director in place of Mr. G.S. Talwar 160 of the Act signifying his intention to propose (DIN 00559460), who retires by rotation and him as a candidate for the offi ce of a Director being eligible, offers himself for re-appointment. of the Company, be and is hereby appointed as a Director of the Company, liable to retire by 4. To appoint a Director in place of Ms. Pia Singh rotation.” (DIN 00067233), who retires by rotation and being eligible, offers herself for re-appointment. 8. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution 5. To appoint Walker Chandiok & Co LLP, Chartered as an Ordinary Resolution: Accountants (Registration No. 001076N) as statutory auditors of the Company from the “RESOLVED THAT pursuant to the provisions of conclusion of this meeting until the conclusion of next AGM and to fi x their remuneration. Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and Special Business Qualifi cation of Directors) Rules, 2014 (including any statutory modifi cations or re-enactment thereof for 6. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution the time being in force) and Clause 49 of the listing as an Ordinary Resolution: agreement, Mr. Pramod Bhasin (DIN 01197009), who was appointed as an Additional Director of the “RESOLVED THAT Mr. Mohit Gujral (DIN Company w.e.f. 12th August, 2013 and who holds 00051538), who was appointed as an offi ce upto the date of this AGM, in terms of Section Additional Director of the Company w.e.f. 161 of the Act read with Article 101(2) of the Articles of 14th February, 2014 and who holds offi ce upto the Association of the Company and in respect of whom date of this AGM, in terms of Section 161 of the the Company has received a notice in writing from Companies Act, 2013 (‘the Act’) and Article 101(2) a member under Section 160 of the Act signifying of the Articles of Association of the Company and in respect of whom the Company has received his intention to propose him as a candidate for a notice in writing from a member under Section the offi ce of a Director of the Company, be and is 160 of the Act signifying his intention to propose hereby appointed as an Independent Director of the him as a candidate for the offi ce of a Director Company to hold offi ce for 5 (fi ve) consecutive years of the Company, be and is hereby appointed for a term upto 31st March, 2019.” 1 PDF processed with CutePDF evaluation edition www.CutePDF.com 9. To consider and if thought fi t, to pass with or offi ce for 5 (fi ve) consecutive years for a term upto without modifi cation(s), the following resolution 31st March, 2019.” as an Ordinary Resolution: 11. To consider and if thought fi t, to pass with or “RESOLVED THAT pursuant to the provisions of without modifi cation(s), the following resolution Section 149, 152 read with Schedule IV and all other as an Ordinary Resolution: applicable provisions of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and “RESOLVED THAT pursuant to the provisions Qualifi cation of Directors) Rules, 2014 (including of Section 149, 152 read with Schedule IV any statutory modifi cations or re-enactment and all other applicable provisions of the thereof for the time being in force) and Clause Companies Act, 2013 (‘the Act’) and the 49 of the listing agreement, Mr. Rajiv Krishan Companies (Appointment and Qualifi cation of Luthra (DIN 00022285), who was appointed Directors) Rules, 2014 (including any statutory as an Additional Director of the Company w.e.f. modifi cations or re-enactment thereof for the 12th August, 2013 and who holds offi ce upto the time being in force) and Clause 49 of the listing date of this AGM, in terms of Section 161 of the agreement, Mr. K.N. Memani (DIN 00020696), Act read with Articles 101(2) of the Articles of a Non-executive Director of the Company, be Association and in respect of whom the Company and is hereby appointed as an Independent has received a notice in writing from a member Director of the Company to hold offi ce for under Section 160 of the Act signifying his 5 (fi ve) consecutive years for a term upto st intention to propose him as a candidate for the 31 March, 2019.” offi ce of a Director of the Company, be and is 12. To consider and if thought fi t, to pass with or hereby appointed as an Independent Director of without modifi cation(s), the following resolution the Company to hold offi ce for 5 (fi ve) consecutive as an Ordinary Resolution: years for a term upto 31st March, 2019.” “RESOLVED THAT pursuant to the provisions 10. To consider and if thought fi t, to pass with or of Section 149, 152 read with Schedule IV without modifi cation(s), the following resolution and all other applicable provisions of the as an Ordinary Resolution: Companies Act, 2013 (‘the Act’) and the “RESOLVED THAT pursuant to the provisions of Companies (Appointment and Qualifi cation of Section 149, 152 read with Schedule IV and all Directors) Rules, 2014 (including any statutory modifi cations or re-enactment thereof for the other applicable provisions of the Companies Act, time being in force) and Clause 49 of the listing 2013 (‘the Act’) and the Companies (Appointment agreement, Dr. D.V. Kapur (DIN 00001982), and Qualifi cation of Directors) Rules, 2014 a Non-executive Director of the Company, be (including any statutory modifi cations or and is hereby appointed as an Independent re-enactment thereof for the time being in force) Director of the Company to hold offi ce for and Clause 49 of the listing agreement, Mr. Ved 5 (fi ve) consecutive years for a term upto Kumar Jain (DIN 00485623), who was appointed 31st March, 2019.” as an Additional Director of the Company w.e.f. 13. To consider and if thought fi t, to pass with or th 14 February, 2014 and who holds offi ce upto without modifi cation(s), the following resolution the date of this AGM, in terms of Section 161 of as an Ordinary Resolution: the Act read with Article 101(2) of the Articles “RESOLVED THAT pursuant to the provisions of of Association of the Company and in respect Section 149, 152 read with Schedule IV and all of whom the Company has received a notice other applicable provisions of the Companies Act, in writing from a member under Section 160 of 2013 (‘the Act’) and the Companies (Appointment the Act signifying his intention to propose him and Qualifi cation of Directors) Rules, 2014 as a candidate for the offi ce of a Director of the (including any statutory modifi cations or Company, be and is hereby appointed as an re-enactment thereof for the time being in force) and Independent Director of the Company to hold Clause 49 of the listing agreement, Mr. B. Bhushan 2 (DIN 00004942), a Non-executive Director of Notes: the Company, be and is hereby appointed as an Independent Director of the Company to hold 1. A Member entitled to attend and vote at the offi ce for 5 (fi ve) consecutive years for a term upto meeting is entitled to appoint a proxy to attend 31st March, 2019.” and vote on a poll instead of himself and the proxy need not be a Member of the Company. 14. To consider and if thought fi t, to pass with or The instrument of proxy in order to be effective without modifi cation(s), the following resolution should be deposited at the Registered Offi ce as a Special Resolution: of the Company not later than 48 hours before “RESOLVED THAT pursuant to the provisions the meeting. Blank Proxy Form is given in the of Section 14 and all other applicable provisions Annual Report. of the Companies Act, 2013 (‘the Act’) read with A person can act as a proxy on behalf of Rules made thereunder (including any statutory members not exceeding 50 (fi fty) and holding modifi cations or re-enactment thereof for the time in the aggregate not more than 10% of the being in force), consent of the members of the total share capital of the Company.
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