BAJAJ ALLIANZ GENERAL INSURANCE COMPANY LIMITED

Transcription

1 BAJAJ ALLIANZ GENERAL INSURANCE COMPANY LIMITED Registered Office: GE Plaza, Air Port Road, Yerawada, Pune (CIN: U66010PN2000PLC015329; NOTICE NOTICE is hereby given that the Sixteenth Annual General Meeting of the Shareholders of Bajaj Allianz General Insurance Company Limited will be held on Friday, 15 th July, 2016 at 4:00 pm at 6 th Floor, Bajaj Finserv Limited Corporate Office, Viman Nagar, Pune to transact the following Ordinary Business: ORDINARY RESOLUTION: 1. To consider and adopt the Audited Balance Sheet as at 31 st March 2016, Revenue Accounts, the Profit & Loss Account, Schedules thereto and Notes to Accounts for the year ended 31 st March 2016 and the Directors' and Auditors' Reports thereon; 2. To appoint Director in place of Mr. Rahul Bajaj (DIN ), who retires by rotation in terms of Section 152(6) of the Companies Act 2013 and being eligible offers himself for reappointment; 3. To appoint Director in place of Mr. Ranjit Gupta (DIN ), who retires by rotation in terms of Section 152(6) of the Companies Act 2013 and being eligible offers himself for reappointment; 4. To appoint M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration No W/W ), as Joint Statutory Auditors of the Company for the period commencing from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration; 5. To appoint M/s. Dalal & Shah LLP, Chartered Accountants (Firm Registration No W / W100110), as Joint Statutory Auditors of the Company for the period commencing from the conclusion of this Annual General Meeting till the conclusion of the 21 st Annual General Meeting and to fix their remuneration for FY ; SPECIAL BUSINESS: 6. To appoint Mr. Heinz Dollberg (DIN ) as Director of the Company and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Heinz Dollberg ( DIN ) who was appointed as an Additional Director by the Board under Section 161(1) of the Companies Act, 2013, who holds office upto the date of this Annual General Meeting, be and is hereby appointed as Director of the company, liable to retire by Rotation. RESOLVED FURTHER THAT Mr. Ranjit Gupta, Director, Mr. Tapan Singhel, Managing Director and Chief Executive Office and Mr. Onkar Kothari, Company Secretary and Compliance Officer of the Company be and are hereby severally authorized to do all acts, deeds, matters and things and take all such steps as may be necessary, desirable or expedient to give effect to this resolution. 7. To appoint Mr. Sergio Balbinot (DIN ) as Director of the Company and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution(s) as an Ordinary Resolution: RESOLVED THAT Mr. Sergio Balbinot (DIN ) who was appointed as an Additional Director by the Board under Section 161(1) of the Companies Act, 2013, and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as Director of the Company, liable to retire by Rotation.

2 RESOLVED FURTHER THAT Mr. Ranjit Gupta, Director, Mr. Tapan Singhel, Managing Director and Chief Executive Office and Mr. Onkar Kothari, Company Secretary and Compliance Officer of the Company be and are hereby severally authorized to do all acts, deeds, matters and things and take all such steps as may be necessary, desirable or expedient to give effect to this resolution. 8. To approve the appointment of Mr. Nanoo Pamnani (DIN ) as Independent Director of the Company, and in this regards, to consider, and if thought fit, to pass, with or without modification(s), the following resolution(s) as an Ordinary Resolution: RESOLVED THAT Mr. Nanoo Pamnani (DIN ), who was designated by the Board as Additional Director and appointed as Independent Director of the Company effective from 7 th March 2016 and who holds office upto the date of this Annual General Meeting in terms of Section 161 of the Companies Act 2013 (the Act) and in respect of whom a notice in writing pursuant to Section 160 of the Act has been received in prescribed manner, be and is hereby appointed pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 read with Rules made thereunder as an Independent Director on the Board of the Company for a period of five consecutive years, effective from 7 th March 2016 up to 6 th March RESOLVED FURTHER THAT pursuant to the provisions of Section 149, 197 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, Mr. Nanoo Pamnani be paid sitting fees of Rs. 50,000/- per meeting of the Board and meetings of the of the Board, if any, except for Corporate Social Responsibility Committee meetings along with reimbursement of expenses towards travelling and hotel accommodation for attending the meetings and the Board of Directors be authorized to change the said amount of sitting fees from time to time subject to the limits as may be prescribed under the Companies Act, RESOLVED FURTHER THAT Mr. Ranjit Gupta, Director, Mr. Tapan Singhel, Managing Director and Chief Executive Office and Mr. Onkar Kothari, Company Secretary and Compliance Officer of the Company be and are hereby severally authorized to do all acts, deeds, matters and things and take all such steps as may be necessary, desirable or expedient to give effect to this resolution. 9. To appoint Mr. Hicham Raissi (DIN ) as Director of the Company and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution(s) as an Ordinary Resolution: RESOLVED THAT Mr. Hicham Raissi (DIN ) who was appointed as an Additional Director by the Board under Section 161(1) of the Companies Act, 2013, and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as Director of the Company, liable to retire by Rotation. RESOLVED FURTHER THAT Mr. Ranjit Gupta, Director, Mr. Tapan Singhel, Managing Director and Chief Executive Office and Mr. Onkar Kothari, Company Secretary and Compliance Officer of the Company be and are hereby severally authorized to do all acts, deeds, matters and things and take all such steps as may be necessary, desirable or expedient to give effect to this resolution. By Order of the Board of Directors For Bajaj Allianz General Insurance Company Limited Onkar Kothari Company Secretary & Compliance Officer Pune, 15 th July 2016

3 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY 2. A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company. Further, 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 and such person shall not act as proxy for any other person or member. 3. Brief profile of the Directors seeking re-appointment at the Annual General Meeting is annexed to the Notice. 4. The Explanatory Statements pursuant to section 102 of the Companies Act, 2013 in respect of Item Nos. 6 to 9 are annexed to the Notice. 5. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 (1) of the Act is available for inspection by the Members at the Registered Office and the same will be open for inspection at the AGM. 6. The Register of Contracts or Arrangements in which Directors are interested maintained under Section 189 of the Act is available for inspection by the Members at the Registered Office and the same will be open for inspection at the AGM. 7. Corporate members are requested to send in advance, duly certified copy of the Board Resolution/Power of Attorney authorizing their representative to attend the AGM.

4 ANNEXURE TO THE NOTICE EXPLANATORY STATEMENTS Brief Resume of the Directors seeking re-appointment at the Annual General Meeting pursuant to Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India. Item No. 2 of the Notice Mr. Rahul Bajaj Mr. Rahul Bajaj ( ), is non-executive Director of the Company, liable to retire by rotation pursuant to the provisions of the Companies Act He retires at this Annual General Meeting and, being eligible, has offered himself for re-appointment. As regards re-appointment of Mr. Rahul Bajaj referred to in item no. 2 of the notice, following necessary disclosures are made for the information of the shareholders: Mr. Rahul Bajaj, 78, holds an Honours Degree in Economics from Delhi University, a degree in Law from Bombay University and an MBA from Harvard Business School, USA. He is the Chairman of the Board of many Companies. He was elected to the Upper House ofparliament (Rajya Sabha) in June He has received numerous prestigious awards and recognitions, notable being the award of Padma- Bhushan by the Government of India in 2001, Alumni Achievement Award by the Harvard Business School and Life Time Achievement Awards from Economic Times, Ernst & Young and CNBC TV18. He was appointed Knight in the Order of the Legion of Honour by the President of the French Republic. He has been conferred Honorary Doctorates by 6 Universities including IIT Roorkee. He was the President of Confederation of Indian Industry (CII / ). He was President of Society of Indian Automobile Manufacturers (SIAM) and Mahratta Chamber of Commerce, Industry and Agriculture (MCCIA) and Chairman of the Development Council for Automobiles and Allied Industries. He was appointed by the Government of India as the Chairman ( ) of the Government owned domestic carrier, Indian Airlines. He was nominated by the President of India the Chairman of the Board of Governors of the Indian Institute of Technology, Bombay during He is a Member and former Chairman of the International Business Council of the World Economic Forum, Geneva, a Member of Harvard Business School s Global Advisory Board. He is also a Member of the International Advisory Council of the Brookings Institution, Washington DC and a Member of the Executive Board of Indian School of Business. He spear-heads the CSR initiatives of the Bajaj Group which include Jamnalal Bajaj Foundation and Shiksha Mandal. He is Chairman of a number of social organizations including Bharatiya Yuva Shakti Trust and Ruby Hall Clinic, one of the largest hospitals in Pune. Date of first appointment on the Board: 19 th September 2000 Details of remuneration to be paid / last drawn: Nil Shareholding in the Company: 100 equity shares jointly held with Bajaj Finserv Limited as on 31 st March Relationship with other Directors, Managers and other Key Managerial Personnel (KMP): He is related to Mr. Sanjiv Bajaj, Chairman of the Company. Number of Meetings of the Board attended during FY : 4/4 Other Directorship, Membership / Chairmanship of : Sr. No. Name of the Companies where Director Chairman / Membership of 1 Bajaj Allianz Life Insurance Company Limited Nil 2 Bajaj Auto Limited Nil

5 Note: Only Audit Committee and Stakeholders Relationship Committee Chairmanships/ Memberships of Public Limited Companies as on 31 st March 2016, where he is a Director, are considered. None of the Directors, Key Managerial Personnel of the Company and their relatives, except Mr. Rahul Bajaj and his relative Mr. Sanjiv Bajaj, are interested or concerned in the proposed resolution. Item No. 3 of the Notice Mr. Ranjit Gupta Mr. Ranjit Gupta (DIN: ) is the non-executive Director of the Company, liable to retire by rotation pursuant to the provisions of the Companies Act He retires at this Annual General Meeting and, being eligible, has offered himself for re-appointment. As regards re-appointment of Mr. Ranjit Gupta referred to in item no. 3 of the notice, following necessary disclosures are made for the information of the shareholders: Mr. Ranjit Gupta, aged 72 years, has Master s Degree in Mechanical & Electrical Engineering from the Indian Railway Institute of Mechanical & Electrical Engineers. He is currently working as President Insurance, at Bajaj Finserv Limited. Date of first appointment on the Board: 19 th September 2000 Details of remuneration to be paid / last drawn: Nil Shareholding in the Company: Jointly holds 100 equity shares with Bajaj Finserv Limited. Relationship with other Directors, Managers and other Key Managerial Personnel (KMP): Nil Number of Meetings of the Board attended during FY : 6/6 Directorships: Sr. No. 3 Bajaj Electoral Trust Nil 4 Bajaj Finance Limited Nil 5 Bajaj Finserv Limited Nil 6 Bajaj Holdings & Investment Limited Nil 7 Bhoopati Shikshan Pratisthan Nil 8 Indian School of Business Nil 9 Kamalnayan Investment & Trading Private Limited Nil 10 Mahakalp Arogya Pratisthan Nil 11 Rahul Securities Private Limited Nil 12 Rupa Equities Private Limited Nil Name of the other companies/bodies corporate/firms/association of individuals 1 Bajaj Allianz Life Insurance Co. Ltd. Director 2 Siara Engineering Private Limited Director Committee positions held in Companies: Nature of interest Sr. Name of the Company Name of the Committee Member / Chairman No. 1 Bajaj Allianz Life Insurance Company Limited Share Allotment Chairman Audit Committee Alternate Member

6 Note: Only Audit Committee and Stakeholders Relationship Committee Chairmanships/ Memberships of Public Limited Companies as on 31st March 2016, where he is a Director, are considered. None of the Directors, Key Managerial Personnel, except Mr. Ranjit Gupta is interested or concerned in the proposed resolution. Item No. 6 of the Notice Mr. Heinz Dollberg (DIN ) is an Additional Director of the Company who holds office upto the date of this Annual General Meeting as per provisions of Section 161 of the Companies Act, As regards appointment of Mr. Heinz Dollberg referred to in item no. 6 of the notice, following necessary disclosures are made for the information of the shareholders: Mr. Heinz Dollberg, 67, has a degree in Law at the University of Freiburg, Germany. Prior to his retirement from Allianz SE, he was Senior Vice President in Allianz looking after operations in Asia, Middle East and North Africa in collaboration with Allianz offices across the region. Starting from 1988, he was based in the Asia Pacific Division of Allianz SE in Munich. He does not hold any share in the Company and is not related with any of the Directors of the Company. Number of Meetings of the Board attended during FY : 2/2 Other Directorship, Membership / Chairmanship of : Sr. No. Name of the Companies where Director Chairman / Membership of 1 Bajaj Allianz Life Insurance Company Limited Member, Audit Committee Note: Only Audit Committee and Stakeholders Relationship Committee Chairmanships/ Memberships of Public Limited Companies as on 31st March 2016, where he is a Director, are considered. None of the Directors, Key Managerial Personnel, except Mr. Heinz Dollberg is interested or concerned in the proposed resolution. Item No. 7 of the Notice Mr. Sergio Balbinot (DIN ) is an Additional Director of the Company who holds office upto the date of this Annual General Meeting as per provisions of Section 161 of the Companies Act, Mr. Sergio Balbinot, 57, Director, has done MBA from University of Bologna. He is currently Member of the Board of Management of Allianz SE and looks after the operations Insurance Western and Southern Europe, Middle East, Africa and India at Allianz SE. He does not hold any share in the Company and is not related with any of the Directors of the Company. Number of Meetings of the Board attended during FY : 1/1 Other Directorship, Membership / Chairmanship of : Sr. No. Name of the Companies where Director Chairman / Membership of 1 Bajaj Allianz Life Insurance Company Limited NIL

7 Note: Only Audit Committee and Stakeholders Relationship Committee Chairmanships/ Memberships of Public Limited Companies as on 31st March 2016, where he is a Director, are considered. None of the Directors, Key Managerial Personnel, except Mr. Sergio Balbinot, is interested or concerned in the proposed resolution. Item No. 8 of the Notice Mr. Nanoo Pamnani (DIN ), with the recommendations of the Nomination and Remuneration Committee, was appointed by the Board of Directors of the Company as Independent Director designated as Additional Director effective from 7 th March He holds office upto the date of this Annual General Meeting under Section 161 of the Companies Act, The Company has received notice in writing pursuant to Section 160 of the Companies Act, 2013 in the prescribed manner, proposing the candidature of Mr. Nanoo Pamnani for the office of Directors of the Company. Mr. Nanoo Pamnani, 71, has a Bachelor s degree in Arts (Honours) from Bombay University (stood first in the University in Economics Major) in 1960 and a Bachelor s degree in Economics from the London School of Economics (Majored in Economics and Econometrics) in He has more than 42 years of experience in the banking, auto and financial services sectors. Mr. Pamnani has been appointed as an Independent Director for a period of 5 years w.e.f. 7 th March 2016, in place of Late Mr. S H Khan. He has submitted the Declaration of Independence, as required pursuant to section 149(6) of the Companies Act, 2013 stating that he meets the criteria of independence as provided in sub-section (6). He is not disqualified from being appointed as a Director in terms of section 164 of the Act. He does not hold any share in the Company and is not related with any of the Directors of the Company. Number of Meetings of the Board attended during FY : 0/0 Other Directorship, Membership / Chairmanship of : Sr. No. Name of the Companies where Director Chairman / Membership of 1 Bajaj Allianz Life Insurance Company Limited Chairman, Audit Committee 2 Bajaj Auto Limited Chairman, Audit Committee 3 Bajaj Finance Limited Chairman, Audit Committee Member, Stakeholders Relationship Committee 4 Bajaj Finserv Limited Chairman, Audit Committee Chairman, Stakeholders Relationship Committee 5 Bajaj Holdings & Investment Limited Chairman, Audit Committee Member, Stakeholders Relationship Committee Note: Only Audit Committee and Stakeholders Relationship Committee Chairmanships/ Memberships of Public Limited Companies as on 31 st March 2016, where he is a Director, are considered. According, to section 152 of the Companies Act, 2013 read with Schedule IV to the Companies Act, 2013, in the opinion of the Board, the proposed appointment of Mr. Nanoo Pamnani as an Independent Director, fulfills the conditions specified in the Act and the Rules made thereunder and that the proposed appointment of Mr. Pamnani is independent of the management.

8 It is also proposed to pay Mr. Pamnani sitting fees of Rs. 50,000/- per meeting of the Board and meetings of the of the Board, if any, except Corporate Social Responsibility Committee, along with reimbursement of expenses towards travelling and hotel accommodation for attending these meetings and to authorize the Board of Directors to change the said amount of sitting fees from time to time subject to the limits as may be prescribed under the Companies Act, Copy of the draft letter for the appointment of Independent Directors setting out the terms and conditions is available for the inspection by the Members at the Registered Office of the Company and the same shall also be available at the Company s website. Except Mr. Nanoo Pamnani and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the Directors, Key Managerial Personnel of the Company and their relatives are, interested or concerned in the proposed resolution, except to the extent of their respective shareholding, if any, in the Company. The Board recommends the Ordinary Resolution set out in the item 8 of the Notice for the approval of Shareholders. Item No. 9 Mr. Hicham Raissi (DIN ) is an Additional Director of the Company who holds office upto the date of this Annual General Meeting as per provisions of Section 161 of the Companies Act, Mr. Hicham Raissi, 32, has done Engineering in Supply Chain Management from Institut National Des Sciences Appliques Lyon (INSA). He is currently Head of business division Africa, MENA and India at Allianz SE. He does not hold any share in the Company and is not related with any of the Directors of the Company. Number of Meetings of the Board attended during FY : 0/0 Other Directorship, Membership / Chairmanship of : Sr. No. Name of the Companies where Director Chairman / Membership of 1 Bajaj Allianz Life Insurance Company Limited NIL None of the Directors, except Mr. Hicham Raissi, is interested or concerned in the proposed resolution. By Order of the Board of Directors For Bajaj Allianz General Insurance Company Limited Onkar Kothari Company Secretary & Compliance Officer Pune, 15 th July 2016

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