Notice of Agm
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148 NOTICE OF AGM Notice of AGM To To consider and if thought fit, to pass, with or without The Members modification, the following resolution as an Ordinary Schaeffler India Limited Resolution: (Formerly known as FAG Bearings India Limited) “RESOLVED THAT the vacancy caused due to retirement Notice is hereby given that the 55th Annual General Meeting of Mr. Dietmar Heinrich [DIN: 00928243] by rotation at of SCHAEFFLER INDIA LIMITED (‘Company’) will be held on this Annual General Meeting, be not filled up.” Tuesday, April 17, 2018 at 3:00 p.m. at Y B Chavan Centre, General Jagannath Bhosle Marg, Besides Sachivalaya Gymkhana, Nariman Point, Mumbai – 400 021, Maharashtra, 5. Appointment of Mr. Marcus Eisenhuth as Director. India, to transact the following businesses: To consider and if thought fit, to pass with or without Ordinary Business modification, the following resolution as an Ordinary Resolution: 1. To receive, consider and adopt the Financial RESOLVED THAT Statements including Balance Sheet as at December “ pursuant to the provisions of 31, 2017 and the Statement of Profit and Loss for the sections 152, 161 and other applicable provisions, year ended on that date along with Directors’ and if any, of the Companies Act, 2013 (“the Act”) read Auditors’ Report thereon. with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time 2. To declare Dividend for the year ended December 31, 2017. being in force), Mr. Marcus Eisenhuth [DIN: 07904850] who was appointed as an Additional Director by the 3. To ratify the appointment of Auditors and to fix their Board of Directors of the Company and who holds remuneration. office up to the date of this Annual General Meeting of the Company and in respect of whom the Company has received a notice in writing under section 160 of To consider and if thought fit, to pass with or without the Act from a member, proposing his candidature for modification, the following resolution as an Ordinary the office of Director of the Company, be and is hereby Resolution: appointed as Director of the Company, liable to retire by rotation. “RESOLVED THAT pursuant to the provisions of sections 139, 142 and such other applicable provisions, if RESOLVED FURTHER THAT the Key Managerial Personnel any, of the Companies Act, 2013 and the rules made of the Company be and are hereby severally authorized thereunder, as amended from time to time and in line to take necessary actions and complete all the legal with the Ordinary Resolution passed by the Members formalities related thereto.” at 52nd Annual General Meeting held on April 24, 2015, appointment of M/s. B S R & Co. LLP, Chartered Accountants [Reg. No. 101248 W / W-100022], 6. Appointment of Mr. Avinash Gandhi as an Independent Mumbai, as the Statutory Auditors of the Company Director. (for five years from the conclusion of 52nd Annual General Meeting) and for them to hold office from To consider and if thought fit, to pass with or without the conclusion of this Annual General Meeting till the modification, the following resolution as an Ordinary conclusion of 56th Annual General Meeting to be held in Resolution: the year 2019, be and is hereby ratified. “RESOLVED THAT pursuant to the provisions of RESOLVED FURTHER THAT the Audit Committee and / sections 149, 150, 152 read with Schedule IV and or Board of Directors be and is hereby authorized to other applicable provisions, if any, of the Companies fix their remuneration according to the scope of their Act, 2013 and the Companies (Appointment and services in line with prevailing provisions of applicable Qualification of Directors) Rules, 2014 (including any rules and regulations made in this regard. statutory modification(s) or re-enactment thereof, for the time being in force), and pursuant to the RESOLVED FURTHER THAT the Key Managerial Personnel applicable provisions of the Securities and Exchange of the Company be and are hereby severally authorised Board of India (Listing Obligations and Disclosure to take necessary actions and complete all the legal Requirements) Regulations, 2015, including any formalities related thereto.” modification or amendment thereof, Mr. Avinash Gandhi [DIN: 00161107] who has been Director of the Company since July 25, 2002, be and is hereby Special Business appointed as an Independent Director of the Company to hold office for a term of five consecutive years 4. To resolve not to fill up the vacancy caused by commencing from February 7, 2018. retirement of Mr. Dietmar Heinrich [DIN: 00928243] by rotation: Schaeffler India Limited | Annual Report 2017 NOTICE OF AGM 149 RESOLVED FURTHER THAT the Key Managerial Personnel 3. The instrument of proxy, duly completed, should be of the Company be and are hereby severally authorized lodged at the Registered Office of the Company not to take the necessary actions and complete all legal less than forty-eight hours before the commencement formalities.” of the Annual General Meeting. No Proxy Form shall be considered as valid if received after 3:00 p.m.(IST) on 7. Remuneration to the Cost Auditors. April 15, 2018. To consider and if thought fit, to pass with or without 4. Corporate members intending to send their authorised modification, the following resolution as an Ordinary representatives to attend the Meeting pursuant to Resolution: Section 113 of Companies Act, 2013 (“the Act”) are requested to send to the Company a certified copy of the Board resolution authorising their representatives “RESOLVED THAT pursuant to the provisions of section to attend and vote on their behalf at the Meeting. 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory 5. The Register of Members and the Transfer Books of modification(s) or re-enactment(s) thereof, for the time the Company shall remain closed from April 11, 2018 being in force) and pursuant to the recommendation to April 16, 2018 (both days inclusive) to determine of the Audit Committee, M/s. Y. S. Thakar & Co., Cost entitlement of dividend on equity shares. Accountants having Firm Registration No. 000318, appointed by the Board of Directors of the Company as 6. The Dividend as recommended by the Board of Cost Auditors to conduct the audit of the cost records Directors and if declared at the Annual General of the Company for the Financial Year ending December Meeting, will be paid within statutory time limit of 30 31, 2018, be paid a remuneration of ` 1,25,000 (Rupees days, as under : One Hundred Twenty Five Thousand only), excluding all taxes and reimbursement of out of pocket expenses. a. To all beneficial Owners in respect of shares held in dematerialised form as per the RESOLVED FURTHER THAT the Key Managerial Personnel data made available by National Securities of the Company be and are hereby severally authorised Depository Limited and Central Depository to take necessary actions and complete all the legal Services (India) Limited as at the close of formalities related thereto.” business hours on April 10, 2018. By Order of the Board b. To all Members in respect of shares held in Physical Form after giving effect to valid Chirag K. Shukla transfers in respect of transfer requests lodged New Delhi: February 7, 2018 Company Secretary with the Company on or before the close of business hours on April 10, 2018. Schaeffler India Limited (Formerly known as FAG Bearings India Limited) 7. In terms of the provisions of Section 124 and other Regd.Office : Nariman Bhavan, 8th Floor, applicable provisions of the Companies Act, 2013, the 227 Backbay Reclamation, Nariman Point, amount of dividend not encashed or claimed within 7 Mumbai - 400 021, Maharashtra, India. (seven) years from the date of its transfer to the unpaid CIN: L29130MH1962PLC012340 dividend account, is required to be transferred to the Ph.: +91-22-6681 4444 Fax: +91-22-2202 7022 Investor Education and Protection Fund established by e-mail:[email protected]; the Central Government. Accordingly, the unclaimed website: www.schaeffler.co.in dividend in respect of Financial Year 2010 is due for transfer to the said Fund in May, 2018. Members who have not yet encashed their dividend warrant(s) pertaining to the dividend for the Financial Year 2010 Notes: onwards, are requested to lodge their claims with the Company or with the Registrar and Share Transfer Agents (‘RTA’) of the Company at the earliest. 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THIS 55TH ANNUAL GENERAL MEETING OF THE COMPANY, IS 8. Attention of Members is invited to the provisions of ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE section 124(6) of the Companies Act, 2013 read with INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED Investor Education and Protection Fund Authority NOT BE A MEMBER. A PROXY SO APPOINTED SHALL (Accounting, Audit, Transfer and Refund) Rules, 2016 HAVE NO RIGHT TO SPEAK AT THE MEETING. amended from time to time, which inter alia requires the Company to transfer the equity shares, on which 2. A PERSON CAN ACT AS A PROXY ON BEHALF OF the dividend has remained unpaid or unclaimed for MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE a continuous period of seven years, to the Investor AGGREGATE NOT MORE THAN TEN PERCENT OF THE Education and Protection Fund (IEPF), a Fund TOTAL SHARE CAPITAL OF THE COMPANY CARRYING constituted by the Government of India under section VOTING RIGHTS. A MEMBER HOLDING MORE THAN 125 of the Act. The said Shares, once transferred to TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE IEPF can be claimed after following due procedure COMPANY CARRYING VOTING RIGHTS MAY APPOINT prescribed under the said IEPF rules.