other approval that may be required in this regard and pursuant to the recommendation of the

Transcription

1 NOTICE IS HEREBY GIVEN THAT AN EXTRAORDINARY GENERAL MEETING (EGM) OF THE MEMBERS OF VODAFONE INDIA LIMITED WILL BE HELD AT SHORTER NOTICE ON TUESDAY, 31 JANUARY 2017, AT 4:00 P.M. AT THE REGISTERED OFFICE OF THE COMPANY AT PENINSULA CORPORATE PARK, GANPATRAO KADAM MARG, LOWER PAREL, MUMBAI , MAHARASTRA, INDIA, TO TRANSACT THE FOLLOWING BUSINESS: SPECIAL BUSINESS: ITEM NO. 1 To consider and if thought fit, pass with or without modifications, the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of sections 149, 150, 152, 161 and Schedule IV of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act 2013 and the Rules framed thereunder (the Act ) and the Articles of Association of the Company and any other approval that may be required in this regard and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors (the Board), Shyamala Gopinath (DIN: ) be and is hereby appointed as an Independent and Non-Executive Woman Director of the Company for a period of three years with effect from 17 April 2017; RESOLVED FURTHER THAT pursuant to applicable provisions of the Act and subject to approval or permission from any authority, if any required, Shyamala Gopinath in her capacity as Independent Director be paid remuneration, in such manners, as may be decided by the Board on recommendation of Nomination and Remuneration Committee, in compliance with the applicable provisions of the Act, not exceeding Rs. 50 lakhs per annum (excluding service tax) and additionally Rs. 10 lakhs per annum (excluding service tax) as a member of Audit Committee, in case she continues as member of Audit Committee of the Board of the Company. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to the above resolution or otherwise considered by it to be in the best interests of the Company. ITEM NO. 2 To consider and if thought fit, pass with or without modifications, the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of sections 149, 150, 152, 161 and Schedule IV of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act 2013 and the Rules framed thereunder (the Act ) and the Articles of Association of the Company and any other approval that may be required in this regard and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors (the Board), Vikram Mehta (DIN: ) be and is hereby appointed as an Independent and Non-Executive Director of the Company for a period of three years with effect from 01 April 2017; T , F , Page 1 of 12

2 RESOLVED FURTHER THAT pursuant to applicable provisions of the Act and subject to approval or permission from any authority, if any required, Vikram Mehta in his capacity as Independent Director be paid remuneration, in such manners as may be decided by the Board on recommendation of Nomination and Remuneration Committee, in compliance with the applicable provisions of the Act, not exceeding Rs. 50 lakhs per annum (excluding service tax) and additionally Rs. 5 lakhs per annum (excluding service tax) as Chairman of Nomination and Remuneration Committee (NRC) in case of his continuation as Chairman of NRC of Board of the Company; RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to the above resolution or otherwise considered by it to be in the best interests of the Company. ITEM NO. 3 To consider and if thought fit, pass with or without modifications, the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of sections 149, 150, 152, 161 and Schedule IV of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act 2013 and the Rules framed thereunder (the Act ) and the Articles of Association of the Company and any other approval that may be required in this regard and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors (the Board), Ashwani Windlass (DIN: ) be and is hereby appointed as an Independent and Non-Executive Director of the Company for a period of three years with effect from 01 April 2017; RESOLVED FURTHER THAT pursuant to applicable provisions of the Act and subject to approval or permission from any authority, if any required, Ashwani Windlass in his capacity as Independent Director be paid remuneration, in such manners as may be decided by the Board on recommendation of Nomination and Remuneration Committee, in compliance with the applicable provisions of the Act, not exceeding Rs. 50 lakhs per annum (excluding service tax) and additionally Rs. 20 lakhs per annum (excluding service tax) as Chairman of Audit Committee in case of his continuation as the Chairman of the Audit Committee of the Board of the Company. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to the above resolution or otherwise considered by it to be in the best interests of the Company. Place: Mumbai Date: 27 January 2017 By Order of the Board for Registered Office: Peninsula Corporate Park, G. K. Marg, Lower Parel, Mumbai Sd/- Sudhakar Shetty Company Secretary (ACS ) T , F , Page 2 of 12

3 N O T E S: 1) EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013 IS ATTACHED. 2) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. 3) PROXIES TO BE VALID MUST BE DULY FILLED, SIGNED AND DEPOSITED WITH THE REGISTERED OFFICE OF THE COMPANY AT PENINSULA CORPORATE PARK, G. K. MARG, LOWER PAREL, MUMBAI NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR HOLDING THE MEETING. 4) A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AS SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER. 5) ALL THE DOCUMENTS, INCLUDING MEMORANDUM AND ARTICLES OF ASSOCIATION REFERRED TO IN THE NOTICE AND THE EXPLANATORY STATEMENT WILL BE AVAILABLE FOR INSPECTION BY THE MEMBERS AT THE REGISTERED OFFICE OF THE COMPANY DURING NORMAL BUSINESS HOURS ON ALL WORKING DAYS FROM THE DATE HEREOF UP TO THE DATE OF THE MEETING. 6) ATTENDANCE SLIP, PROXY FORM AND THE ROUTE MAP TO THE VENUE OF THE MEETING IS INCLUDED IN THIS NOTICE FOR EASY LOCATION. 7) INFORMATION ON DIRECTORS AS REQUIRED TO BE PROVIDED PURSUANT TO SECRETARIAL STANDARDS 2, ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA AND APPROVED BY THE CENTRAL GOVERNMENT IS PROVIDED AFTER EXPLANATORY STATEMENT TO THIS NOTICE. T , F , Page 3 of 12

4 EXPLANATORY STATEMENT ATTACHED TO NOTICE DATED 27 JANUARY, 2017 [as required under Section 102 of the Companies Act, 2013] The following statement sets out all material facts relating to the Business mentioned in the accompanying Notice: Item No. 1 Shyamala Gopinath (DIN: ) was appointed as Independent Non-Executive Woman Director of the Company vide special resolution passed at the General meeting held on 17 April 2014 for a term of 3 years. Accordingly, her term as independent director expires on 16 April Pursuant to the provisions of Section 149(10) and 149(11) of the Companies Act 2013 and applicable Rules thereof (the Act), Shyamala Gopinath is eligible for re-appointment as an Independent Director of the Company for one more term. The Board at its meeting held on 19 January 2017, pursuant to recommendation of the Nomination and Remuneration Committee, (NRC) has approved the appointment of Shyamala Gopinath as Independent Non-Executive Director for a further term of 3 years with effect from 17 April 2017 subject to approval of members of the Company by special resolution. As per Section 152(5) of the Act, the Board of Directors confirm that Shyamala Gopinath fulfils all the criteria of Independence as required under Section 149 of the Act and a declaration to that effect is obtained from her in writing and the same was noted by NRC and Board in their respective meetings held on 19 January Performance evaluation of Shyamala Gopinath for the financial year (FY) and FY was carried out by NRC and Board as per the provisions of the Act and the performance of Shyamala Gopinath as independent Director was noted as satisfactory for the said FYs respectively. The performance evaluation for the FY will be conducted after closure of the said financial year. Shyamala Gopinath shall be eligible to receive the remuneration as stated in the Resolution No. 1 of the Notice in such manner as may be decided by the Board including by way of Sitting fees and/or Commission, if any, in profits of the Company in compliance with the provisions of the Act. BRIEF PROFILE OF SHYAMALA GOPINATH: Shyamala Gopinath is the part-time Non-Executive Chairperson of HDFC Bank Ltd. As Deputy Governor of the RBI for seven years and member of the RBI s board of directors, she guided and influenced national policies in diverse areas of financial sector regulation and supervision, the development and regulation of financial markets, capital account management, management of government borrowings, foreign exchange reserves management and payment and settlement systems. She has served on several Committees while with the RBI. During 2001 to 2003, she worked as senior financial sector expert in the then Monetary Affairs and Exchange Department of the International Monetary Fund (Financial Institutions Division). T , F , Page 4 of 12

5 She served as Chairperson Advisory Board on Bank, Commercial and Financial Frauds for two years from 2012 to 2014.She was also an independent Director on the Boards of IOC and GAIL. Apart from HDFC Bank, at present, she is an Independent Director on few other companies including not for profit entities. She is also Chairperson of the Board of Governors of Indian Institute of Management, Raipur and the Corporate Bonds and Securitisation Advisory Committee of SEBI. As per Section 150(2) read with Section 152(2) of the Companies Act 2013, Independent Director of the Company shall be appointed at general meeting of the Company. The Board is of opinion that in view of professional expertise and experience of Shyamala Gopinath, and on the basis of her performance evaluation as stated above, her appointment as Independent Director of the Company will be in the interest of the Board and the Company and accordingly recommends appointment of Shyamala Gopinath as Independent Non-Executive Woman Director on the Board of the Company on the terms as set out in the Resolution No. 1 of this Notice. None of the Directors/key managerial personnel or their relatives except Shyamala Gopinath, is deemed to be concerned or interested in the resolution No. 1 set out in the notice convening the meeting. Item No. 2 Vikram Mehta (DIN: ) was appointed as Independent Non-Executive Director of the Company vide special resolution passed at the General meeting held on 18 November 2014 for a term of 3 years with effect from 01 April Accordingly, his term as independent director expires on 31 March Pursuant to the provisions of Section 149(10) and 149(11) of the Companies Act 2013 and applicable Rules thereof (the Act), Vikram Mehta is eligible for re-appointment as an Independent Director of the Company for one more term. The Board at its meeting held on 19 January 2017, pursuant to recommendation of the Nomination and Remuneration Committee (NRC), has approved the appointment of Vikram Mehta as Independent Non-Executive Director for a further term of 3 years with effect from 01 April 2017 subject to approval of members of the Company by special resolution. As per Section 152(5) of the Act, the Board of Directors confirm that Vikram Mehta fulfils all the criteria of Independence as required under Section 149 of the Act and a declaration to that effect is obtained from him in writing and the same was noted by the NRC and Board in their respective meetings held on 19 January Performance evaluation of Vikram Mehta for the financial year (FY) and FY was carried out by NRC and Board as per the provisions of the Act and the performance of Vikram Mehta as independent Director was noted as satisfactory for the said FYs respectively. The performance evaluation for the FY will be conducted after closure of the said financial year. Vikram Mehta shall be eligible to receive the remuneration as stated in the Resolution No. 2 of the Notice in such manner as may be decided by the Board including by way of Sitting fees and/or Commission, if any, in profits of the Company in compliance with the provisions of the Act. T , F , Page 5 of 12

6 BRIEF PROFILE OF VIKRAM MEHTA: Vikram Mehta started his career with the Indian Administrative Service (IAS) in He resigned in 1980 to join Phillips Petroleum in London as their senior economist. In 1984 he returned to India to join the government company OIL INDIA ltd as its advisor, strategic planning. He joined Shell International in London in He was appointed managing director of Shell Markets and Shell Chemical Companies in Egypt in 1991 and Chairman of the Shell Group of Companies in India in He left Shell in October Vikram Mehta is currently Executive Chairman of the think tank Brookings India and senior fellow of Brookings Institution Vikram Mehta was chairman of the Hydrocarbon Committee of the Confederation of Indian Industry (CII) and a member of its National Council. He is an independent director of several companies including Larsen and Toubro ltd, (the leading engineering and construction conglomerate in India) Mahindra and Mahindra ltd (inter Alia the largest tractor and SUV manufacturer in the country) and Colgate Palmolive India ltd. Vikram Mehta was recipient of Asia House's "Businessmen of the year award for Vikram Mehta is a member of the Board of Overseers of the Fletcher School of Law and Diplomacy, Tufts University; the Board of Governors of the Pandit Deen Dayal University of Petroleum and the General Council of Mayo College. He was formerly Chairman of the Board of Trustees of the Duke of Edinburgh's award for India and a member of the Board of Governors of Doon School. He has a regular column in the leading National Newspapers Indian Express" and Financial Express" and is the author of a large number of published papers in journals etc. Vikram Mehta holds a BA mathematics honours degree from St Stephens college, Delhi University, BA/MA economics honours degree from Magdalen College, Oxford University and a post graduate degree in energy economics from the Fletcher School Of Law and Diplomacy, Tufts University. As per Section 150(2) read with Section 152(2) of the Companies Act 2013, Independent Director of the Company shall be appointed at general meeting of the Company. The Board is of opinion that in view of professional expertise and experience of Vikram Mehta and on the basis of his performance evaluation as stated above, his appointment as Independent Director of the Company will be in the interest of the Board and the Company and accordingly recommends appointment of Vikram Mehta as Independent Non-Executive Director on the Board of the Company on the terms as set out in the Resolution No. 2 of this Notice. None of the Directors/key managerial personnel or their relatives except Vikram Mehta, is deemed to be concerned or interested in the resolution No. 2 set out in the notice convening the meeting. Item No. 3 Ashwani Windlass (DIN: ) was appointed as Independent Non-Executive Director of the Company vide special resolution passed at the General meeting held on 18 November 2014 for a term of 3 years with effect from 01 April Accordingly, his term as independent director expires on 31 March T , F , Page 6 of 12

7 Pursuant to the provisions of Section 149(10) and 149(11) of the Companies Act 2013 and applicable Rules thereof (the Act), Ashwani Windlass is eligible for re-appointment as an Independent Director of the Company for one more term. The Board at its meeting held on 19 January 2017, pursuant to recommendation of the Nomination and Remuneration Committee (NRC), has approved the appointment of Ashwani Windlass as Independent Non-Executive Director for a further term of 3 years with effect from 01 April 2017 subject to approval of members of the Company by special resolution. As per Section 152(5) of the Act, the Board of Directors confirm that Ashwani Windlass fulfils all the criteria of Independence as required under Section 149 of the Act and a declaration to that effect is obtained from him in writing and the same was noted by NRC and Board in their respective meetings held on 19 January Performance evaluation of Ashwani Windlass for the financial year (FY) and FY was carried out by NRC and Board as per the provisions of the Act and the performance of Ashwani Windlass as independent Director was noted as satisfactory for the said FYs respectively. The performance evaluation for the FY will be conducted after closure of the said financial year. Ashwani Windlass shall be eligible to receive the remuneration as stated in the Resolution No. 3 of the Notice in such manner as may be decided by the Board including by way of Sitting fees and/or Commission, if any, in profits of the Company in compliance with the provision of the Act. BRIEF PROFILE OF ASHWANI WINDLASS: Mr. Ashwani Windlass, 60, is a leading strategy, telecom and technology professional, currently engaged in advisory role at the Board/CEO level, after over three decades of wide and top management experience with an outstanding track record of value creation. He focuses on strategy, telecoms and technology as also M&As. Mr. Windlass has had an exceptional academic record, being a rank holder throughout. He is a university topper with a Gold Medal in his B.Com (Bachelors of Commerce) from Punjab University, Chandigarh from where he also obtained a graduation in Journalism. He then went on to obtain his MBA from Faculty of Management Studies, University Of Delhi, Delhi. He is currently a non-executive Chairman - SA & JVs, MGRM Inc., USA, a global research initiative to develop and build a human life cycle based services platform. He has been actively engaged in next generational telecom related work. He currently serves as a non-executive Director on the Board of Max India Limited and non-executive Vice Chairman of Max Ventures Private Limited. He also serves on the board of Hindustan Media Ventures Limited, India s leading print media Company. Mr. Windlass has been the Founder Managing Director of Hutchison Max Telecom (since rechristened as Vodafone Essar) and Vice Chairman & Managing Director of Reliance Telecom Limited, part of India s largest industrial conglomerate where he conceptualized and established their strategic entry into Telecom. He laid solid foundations and made his distinct mark in both these assignments which has seen these initiatives blossom into mega ventures. He played a T , F , Page 7 of 12

8 proactive role as an industry spokesperson and anchoring key policy initiatives with the Government of India. In his distinguished executive career, he established and managed several new green field ventures in particular across telecom and technology sectors. These included setting up and managing Joint Ventures in India with world s leading corporations Hutchison Group, Hong Kong; British Telecom UK, Comsat Corporation, USA, Avnet USA and Royal Gist Brocades, Holland; Elf Atochem (Total Group), France, MGRM Inc., USA apart from strategic relationships with AT&T, Motorola & Siemens. As a member of the founding executive team of Max India Limited since 1981, Mr.Windlass held various key management positions in the area of Corporate Affairs, Finance and Strategy, apart from conceptualizing, building and spearheading the group s foray into Electronics and Telecom Services. At 38, he was appointed the CEO of the Telecom Group. He also guided the group through some key strategic and innovative business initiatives. He has contributed regular editorial columns in the leading Indian publications like, Economic Times, Business Standard & Indian Express. As per Section 150(2) read with Section 152(2) of the Companies Act 2013, Independent Director of the Company shall be appointed at general meeting of the Company. The Board is of opinion that in view of professional expertise and experience of Ashwani Windlass, and on the basis of his performance evaluation as stated above, his appointment as Independent Director of the Company will be in the interest of the Board and the Company and accordingly recommends appointment of Ashwani Windlass as Independent Non-Executive Director on the Board of the Company on the terms as set out in the Resolution No. 3 of this Notice. None of the Directors/key managerial personnel or their relatives except Ashwani Windlass, is deemed to be concerned or interested in the resolution No. 3 set out in the notice convening the meeting. Details of Directors proposed to be appointed or re-appointed, as required as per Standard of Secretarial Standards 2 on General Meetings are given below: Particulars Shyamala Gopinath Vikram Mehta Ashwani Windlass Directors Identification Number Age 67 years 64 years 60 years Qualifications Master's degree in BA Maths (Hons) Bachelor s in Commerce and is a from St. Stephens Commerce (B.Com) Certificated College, Delhi (Gold Medalist), Associate of the University, MA Bachelor s in Indian Institute of Economics from Journalism (B.J.) Bankers Magdalen College, from Punjab Oxford University University, and MA (Energy Chandigarh, and Economics) from Master s in Business the Fletcher School Administration from T , F , Page 8 of 12

9 of Law and Diplomacy, Tufts University. the Faculty of Management Studies, University of Delhi, with specialization in Finance and Marketing Experience 41 years 38 years 38 years Terms and condition of appointment Remuneration sought to be received Last remuneration drawn by such person Date of First appointment in the Company Number of shares held in the Company Relationship with other Directors/ Manager/ KMPs Number of meetings of the board attended during the year Directorships of other Companies (excluding foreign companies and Section 8 companies) Chairmanships/ Memberships of Committees in other Companies As approved by the Nomination & Remuneration Committee and the Board of Directors of the Company 60 lacs p.a. 55 lacs. p.a. 70 lacs p.a. 27 lacs 30 lacs 37 lacs 17/04/ /01/ /05/2012 NIL NIL NIL _ Place: Mumbai Date: 27 January 2017 Registered Office: Peninsula Corporate Park, G. K. Marg, Lower Parel, Mumbai By Order of the Board for Sd/- Sudhakar Shetty Company Secretary (ACS ) T , F , Page 9 of 12

10 VODAFONE INDIA LIMITED (CIN U32200MH1992PLC119108) Regd. Off.: Peninsula Corporate Park, G. K. Marg, Lower Parel, Mumbai NAME OF THE MEMBER / PROXY / AUTHORISED REPRESENTATIVE ATTENDANCE SLIP DP ID & Client ID* FOLIO NUMBER NUMBER OF SHARES HELD *Applicable if the shares are held in dematerialised form I/We hereby record my/our presence at the Extraordinary General Meeting of the Company held at the registered office of the Company at Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai on Tuesday, 31 January 2017, at 04:00 p.m. IST. SIGNATURE OF THE ATTENDEE Notes: 1. Member / Proxy-holder / Authorized Representative wishing to attend the meeting must bring the Attendance Slip to the meeting and hand over at the entrance duly signed 2. Member / Proxy-holder / Authorized Representative desiring to attend the meeting should bring his copy of the Notice for reference at the meeting. T , F , Page 10 of 12

11 Name of the Member(s) (CIN U32200MH1992PLC119108) Regd. Off.: Peninsula Corporate Park, G. K. Marg, Lower Parel, Mumbai PROXY FORM Registered Address Id Folio No. / DP ID & Client Id I / We being the member(s) of shares of the above named company, hereby appoint 1. Name: Address: Id : Signature: or failing him / her 2. Name: Address: Id : Signature: or failing him / her as my / our proxy to attend and vote (on a poll) for me / us on my/ our behalf at the Extraordinary General Meeting of the Company to be held on Tuesday, 31 January 2017, at 04:00 p.m. IST at the registered office at Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No(s) Signed this day of 2017 Please affix 15 Paise Revenue Stamp here Signature of Shareholder Signature of Proxy Holder(s) Signature(s) of Member(s) across the Stamp Note:The proxy form must be deposited with the Registered Office of the Company at Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai not less than 48 hours before the time fixed for holding the meeting T , F , Page 11 of 12

12 MAP FOR VENUE OF EXTRAODINARY GENERAL MEETING: For Sd/- Sudhakar Shetty Company Secretary (ACS 13200) Place: Mumbai Date: 27 January 2017 T , F , Page 12 of 12