NOTICE NOTICE is hereby given that the 2nd Annual General Meeting of the members of Piramal Capital & Housing Finance Limited (Formerly known as Piramal Housing Finance Limited) will be held on Friday, 28th September, 2018 at 10.00 a.m. at Bharata Conference Room, 10th Floor, Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel Mumbai - 400013, to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements for the financial year ended on March 31, 2018 and the Reports of the Board and Auditors thereon. 2. To appoint a Director in place of Mr. Khushru Jijina, Director, (DIN: 00209953) who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible offers himself for re-appointment. SPECIAL BUSINESS: 3. To appoint Mr. Ajay G. Piramal as a Non-Executive Director and Chairman. 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 all other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) (‘the Act’), Mr. Ajay G. Piramal (holding Director Identification Number 00028116), who was appointed by the Board of Directors as an Additional Director (Chairman, Non- Executive, Non- Independent) of the Company with effect from May 28, 2018 and who holds office upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013, as recommended by Nomination & Remuneration Committee, be appointed as a Director of the Company, liable to retire by rotation.” 4. To appoint Dr. (Mrs.) Swati A. Piramal as a 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 all other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Dr. (Mrs.) Swati A. Piramal (holding Director Identification Number 00067125), who was appointed by the Board of Directors as an Additional Director (Non-Executive, Non- Independent) of the Company with effect from May 28, 2018 and who holds office upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013, as recommended by Nomination & Remuneration Committee, be appointed as a Director of the Company, liable to retire by rotation.” 1 5. To appoint Mr. Anand A. Piramal as a 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 all other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) (‘the Act’), Mr. Anand Piramal (holding Director Identification Number 00286085), who was appointed by the Board of Directors as an Additional Director (Non-Executive, Non- Independent) of the Company with effect from May 28, 2018 and who holds office upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013, as recommended by Nomination & Remuneration Committee, be appointed as a Director of the Company, liable to retire by rotation.” 6. To appoint Mr. Deepak Satwalekar as 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, 152 read with Schedule IV and all other applicable provisions 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), Mr. Deepak Satwalekar (DIN – 00009627), who was appointed as an Additional Director (Independent) of the Company by the Board of Directors with effect from 28th May, 2018, in terms of Section 161(1) of the Act and Articles of Association of the Company and who holds office upto the date of this Annual General Meeting and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation to hold office for five consecutive years for a term commencing from September 28, 2018 up to September 27, 2023.” 7. To appoint Mr. Harish Engineer as 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, 152 read with Schedule IV and all other applicable provisions 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), Mr. Harish Engineer (DIN – 01843009), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 25th June, 2018, in terms of Section 161(1) of the Act and Articles of Association of the Company and who holds office upto the date of this Annual General Meeting and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation to hold office for five consecutive years for a term commencing from September 28, 2018 up to September 27, 2023.” 8. To appoint Mr. Suhail Nathani as Independent Director. To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution: 2 “RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions 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), Mr. Suhail Nathani (DIN – 01089938), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 8th September, 2017, in terms of Section 161(1) of the Act and Articles of Association of the Company and who holds office upto the date of this Annual General Meeting and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation to hold office for five consecutive years for a term commencing from September 28, 2018 up to September 27, 2023.” By Order of the Board - Place: Mumbai Ankit Singh Date: August 29, 2018 Company Secretary NOTES: 1. A member entitled to attend and vote at the Annual General Meeting (‘the Meeting’) is entitled to appoint a proxy to attend and to vote on a poll instead of himself and the proxy need not be a member of the Company. The instrument appointing the proxy should, however, be deposited at the registered office of the company not less than forty-eight hours before the commencement of the meeting. 2. Corporate Members intending to send their Authorized Representative to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote at the Meeting. 3. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘the Act’) is annexed hereto 4. Members/ Proxies should bring the attendance slips duly filled in and signed for attending the Meeting. 5. Route map giving directions to reach the venue of the 2nd AGM is given at the end of the Notice. By Order of the Board Place: Mumbai Ankit Singh Date: August 29, 2018 Company Secretary 3 EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013 Item No. 3 Appointment of Mr. Ajay G. Piramal as a Non-Executive Director and Chairman Mr. Ajay Piramal (holding Director Identification No. 00028116) on the recommendation of the Nomination and Remuneration Committee, was appointed by the Board as an Additional Director (Chairman, Non – Executive, Non- Independent) of the Company with effect from May 28, 2018. He holds office up to the date of this Annual General Meeting and is eligible to be appointed as Director. Mr. Piramal did his B.Sc (Hons.) from Bombay University. He completed his Masters in Management Studies from Jamnalal Bajaj Institute of Management Studies and also did an Advanced Management Programme from Harvard Business School. Further details relating to Mr. Piramal as required as per SS-2 (Secretarial Standards on General Meeting) are annexed to this notice. Except for Mr. Ajay G. Piramal, Dr. (Mrs.) Swati A. Piramal and Mr. Anand Piramal, Directors of Company who are related to each other, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution. The Board recommends the Ordinary Resolution set out at Item no. 3 of the Notice for approval by the shareholders Item No. 4 Appointment of Dr. (Mrs.) Swati A. Piramal as a Non-Executive Director Dr. (Mrs.) Swati A. Piramal (holding Director Identification No, 00067125) on the recommendation of the Nomination and Remuneration Committee was appointed by the Board as an Additional Director (Non – Executive, Non- Independent) of the Company with effect from May 28, 2018.
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