JCB Legal Notices

JCB INDIA LIMITED
Regd. Office: B-1 / I – 1, 2 nd Floor, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi – 110 044

NOTICE

Notice is hereby given that the 37th Annual General Meeting of JCB India Limited will be held on at 11:00 a.m. on Thursday, the 22nd day of September, 2016 at the Registered Office of the Company at B - 1/ I, 2nd Floor Mohan, Co-operative Industrial Estate, Mathura Road, New Delhi 110 044 (India) to transact the following business :

ORDINARY BUSINESS

1. To receive, consider and adopt the audited Financial Statement of the Company as at 31st March, 2016 along with the Boards’ Report and Auditors’ Report thereon.

2. To consider and appoint a Director in place of Lord Anthony Paul Bamford (DIN 00560644), who retires by rotation and being eligible, offers himself for reappointment.

3. To consider and appoint a Director in place of Mr. Subirkumar Chowdhury (DIN 03633998), who retires by rotation and being eligible, offers himself for reappointment.

4. To ratify the appointment of M/s Price Waterhouse Chartered Accountants LLP (FRN 012754N/N500016) as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting of the Company till the conclusion of 38th Annual General Meeting, in terms of provisions of Section 139 of the Companies Act, 2013 at a remuneration to be decided by the Board of Directors of the Company.

SPECIAL BUSINESS

ITEM NO. 5

APPOINTMENT OF DIRECTOR

To consider and, if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. Michael Hugh McMillan (DIN: 07379554), who was appointed as an Additional Director by the Board of Directors of the Company pursuant to Section 161 of the Companies Act, 2013 w.e.f. 21st December, 2015 and who holds office only up to the date of this Annual General Meeting and in respect of whom the Company has received a Notice in writing, under Section 160 of the Companies Act, 2013 from a Member signifying his intention to propose Mr. Michael Hugh McMillan as a candidate for the office of a Director of the Company, be and is hereby appointed as a Director of the Company, whose period of office shall be liable to determination by retirement by rotation and who shall be eligible for re-appointment.”



ITEM NO. 6

RE-APPOINTMENT OF INDEPENDENT DIRECTOR

To consider and, if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactment( s) thereof for the time being in force) Mrs. Preeti Mehta (DIN 00727923), who was appointed by the Board of Directors of the Company as an Independent Director for a second term of 3 years w.e.f. 19th February, 2016, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of three years w.e.f. 19th February, 2016, on such terms & conditions including those of fees and commission, as may be decided by the Board of Directors from time to time.”

ITEM NO. 7

RE-APPOINTMENT OF INDEPENDENT DIRECTOR

To consider and, if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactment( s) thereof for the time being in force) Mr. Vishwavir Saran Das (DIN 03627147), who was appointed by the Board of Directors of the Company as an Independent Director for a second term of 3 years w.e.f. 25th March, 2016, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of three years w.e.f. 25th March, 2016, on such terms & conditions including those of fees and commission, as may be decided by the Board of Directors from time to time.”

ITEM NO. 8

REMUNERATION TO THE COST AUDITOR

To consider and, if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) thereof for the time being in force), the Company hereby ratifies the remuneration of Rs. 7 Lacs plus out of pocket expenses on actual basis as approved by the Board, to be paid to M/s. Vijendra Sharma & Co., Cost Accountants, who was appointed as Cost Auditor of the Company for audit of the cost accounting records of the Company for the financial year ending on 31st March, 2017, be and is hereby ratified.”

ITEM NO. 9

REMUNERATION TO MR. VIPIN SONDHI, MANAGING DIRECTOR & CEO

To consider and, if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution:

“RESOLVED THAT subject to the limits contained in sections 197 & 198 read with Section I of Part II to Schedule V of the Companies Act, 2013 and other provisions, if any, as applicable, of the Companies Act, 2013 and other provisions, if any, as applicable, of the Companies Act, 2013 and pursuant to Article 128 of the Articles of Association of the Company and in supersession of the resolutions as passed earlier in this regard, approval of the Shareholders of the Company be and is hereby accorded to revise the remuneration of Mr. Vipin Sondhi, Managing Director & CEO of the Company for the period from January 1, 2016 to December 31, 2018 on the terms and conditions as set out herein below:

(a) Salary: Basic Salary of Rs. _____/- per annum.

(b) Bonus: Annual performance linked bonus for a calendar / financial year, which shall be determined by the Board on the basis of appraisal and evaluation of performance of the Managing Director & CEO by the Group CEO.

(c) Special Allowance of Rs. _______/- per annum.

(d) Housing Allowance of Rs. ______/- per annum.

(e) Leave Travel Allowance of Rs. _____/- per annum.

(f) Corporate annual club membership for self and family on actual basis

(g) Perquisites – The Managing Director & CEO shall be entitled to the following perquisites :

i) Medical treatment for Self and Dependents at actuals

ii) Mediclaim for Self and Dependents at actuals

iii) Telephone at residence, limited to Rs. _____/-

iv) Chauffer driven and company maintained car (________) at actuals for attending to business requirements

v) Company maintained second car (__________) at actuals for self-use. Driver salary will be paid for by the Managing Director & CEO for this second car.

vi) Security personnel at residence at actuals

(h) The Managing Director & CEO shall be entitled to the following Retiral benefits – i. Provident Fund – Rs. ______/-

ii. Gratuity – Rs. ________/-

(i) The Company shall meet all expenses of the Managing Director & CEO in connection with discharge of business duties as per the Policy of the Company.

(j) The Managing Director & CEO, so long as he functions as such, shall not be paid any sitting fees for attending meetings of the Board of Directors or Committees thereof.

RESOLVED FURTHER THAT the aforesaid annual remuneration may be paid to the Managing Director & CEO proportionately by way of a monthly payment as per the policy of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to alter and vary the terms and conditions of the appointment, including the remuneration of the Managing Director & CEO, within the limits, if any, specified in the Schedule V to the Companies Act, 2013 or any amendment thereto.

RESOLVED FURTHER THAT Mr. Rajesh Mukhija, VP- General Counsel and Company Secretary, be and is hereby authorized to take such steps and do all other acts, deeds and things as may be necessary to give effect to this resolution.”

For JCB India Limited

Sd/-
Rajesh Mukhija
Vice President
General Counsel & Company Secretary


Date: 2nd September, 2016
Place: Ballabgarh

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY(IES) NEED NOT BE A MEMBER OF THE COMPANY.

2. EXPLANATORY STATEMENTS PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT 2013 ARE ANNEXED.

3. ALL DOCUMENTS REFERRED TO IN THE ACCOMPANYING NOTICE AND EXPLANATORY STATEMENT WILL BE AVAILABLE FOR INSPECTION BY MEMBERS AT THE REGISTERED OFFICE OF THE COMPANY DURING OFFICE HOURS ON ALL WORKING DAYS, EXCEPT SATURDAYS, SUNDAYS AND PUBLIC HOLIDAYS UP TO AND INCLUSIVE OF THE DATE OF THE ANNUAL GENERAL MEETING. FURTHER THE REGISTER OF DIRECTORS’ AND KEY MANAGERIAL PERSONNEL AND THEIR SHAREHOLDING MAINTAINED UNDER SECTION 170 OF THE COMPANIES ACT, 2013 THE REGISTER OF CONTRACTS OR ARRANGEMENTS IN WHICH THE DIRECTORS ARE INTERESTED UNDER SECTION 189 OF THE ACT WILL ALSO BE AVAILABLE FOR INSPECTION AT THE MEETING.

4. A ROUTE MAP SHOWING DIRECTIONS TO REACH THE VENUE ALONG WITH PROMINENT LANDMARKS OF THE 37th ANNUAL GENERAL MEETING IS GIVEN AT THE END OF THIS NOTICE.

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 /

As required in terms of Section 102 of the Companies Act, 2013, the following explanatory statement sets out all material facts relating to the special business mentioned under Item No. 5 to 9 of the “Special Business” in the accompanying Notice:

Item 5

Mr. Michael Hugh McMillan was appointed by the Board of Directors of the Company on 21st December, 2015 as an additional director. As per provisions of Section 161 of the Companies Act, 2013, Mr. McMillan holds office as a Director up to the date of this Annual General Meeting. The Company has received a Notice from a member along with a deposit of Re. 1 lac, signifying his intention to propose the appointment of Mr. McMillan as a Director of the Company.

Your Directors recommend the passing of the Resolution at Item no. 5 as an Ordinary Resolution.

None of the Directors or their relatives are concerned or interested in the resolution except Mr. McMillan who may be deemed to be concerned or interested in the Resolution relating to his appointment.

Item 6

In view of the performance and contribution made by Mrs. Preeti Mehta as Director of the Company, the Board of Directors has re-appointed Mrs. Mehta as an Independent Director of the Company for a second term of 3 years w.e.f. 19th February, 2016.

Mrs. Mehta is a Partner of M/s Kanga & Co., a leading firm of Advocates and Solicitors in Mumbai, established in 1890. Mrs. Mehta qualified as a Solicitor both from Bombay and England. She has been in practice for over 28 years and has vast experience in matters relating to corporate laws, foreign investment and collaborations, mergers & acquisitions, private equity investments, banking, franchising and hospitality.

Considering the profile of Mrs. Mehta as well as the legal requirements, your Directors recommend the passing of the Resolution at Item no. 6 as a Special Resolution.

None of the Directors or their relatives are concerned or interested in the resolution except Mrs. Mehta who may be deemed to be concerned or interested in the Resolution relating to her appointment.

Item 7

In view of the performance and contribution made by Mr. Vishwavir Saran Das as Director of the Company, the Board of Directors has re-appointed Mr. Das as an Independent Director of the Company for a second term of 3 years w.e.f. 25th March, 2016.

Mr. Vishwavir Saran Das is the former Executive Director in Reserve Bank of India where he served for over 37 years in almost all central banking areas. At the time of his retirement from Reserve Bank of India, his responsibilities related to the oversight of Financial Stability, Communication, Financial Education and Board matters. He was also the Appellate Authority under the Right to Information Act. Mr. Das is also an Independent Director on the board of IDFC Asset Management Company Ltd. and has been Advisor with various government and other entities.

Considering the profile of Mr. Das as well as the legal requirements, your Directors recommend the passing of the Resolution at Item no. 7 as a Special Resolution.

None of the Directors or their relatives are concerned or interested in the resolution except Mr. Das who may be deemed to be concerned or interested in the Resolution relating to his appointment.

Item 8

The Board of Directors at its meeting held on 2nd September, 2016 and on the recommendation of Audit Committee, appointed M/s. Vijendra Sharma & Co., Cost Accountants, as the Cost Auditors for audit of the cost accounting records of the Company for the financial year ending 31st March, 2017, at a remuneration of Rs. 7 Lacs (Rupees Seven Lacs only) plus out of pocket expenses on actual basis.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the remuneration payable to Cost Auditors is required to be ratified by the shareholders of the Company.

Accordingly, consent of the members is being sought for ratification of remuneration payable to Cost Auditor for the financial year ending 31st March, 2017.

Your Directors recommend the passing of the Resolution at Item no. 8 as an Ordinary Resolution.

None of the Directors or their relatives are concerned or interested in the resolution.

Item 9

Mr. Vipin Sondhi was re-appointed as the Managing Director & CEO of the Company for another term of five years from 1st January, 2014 to 31st December, 2018 pursuant to approval of the Board of Directors and Shareholders of the Company at its meetings held on 3rd December, 2013.

As per the policy of the Company, the remuneration of Key Managerial Personnel and other officers of the Company is revised annually on the basis of yearly appraisal which is done taking into consideration the performance of the Company and accomplishment of the performance targets. Accordingly, on the basis of yearly appraisal for the year 2015, as done in February, 2016 after closure of the year 2015, the remuneration of the Managing Director & CEO was proposed to be revised with effective from 1st January, 2016.

The Nomination & Remuneration Committee and Board of Directors at their meeting held on 24th February, 2016, subject to the approval of the members, have approved the proposed revision of remuneration of Mr. Vipin Sondhi as Managing Director & CEO of the Company w.e.f 1st January, 2016.

Accordingly, the present proposal is to seek approval of the members for the proposed revision in remuneration of Mr. Vipin Sondhi as Managing Director & CEO of the Company for the period from 1st January, 2016 to 31st December, 2018, as required in terms of the applicable provisions of the Companies Act, 2013.

Your Directors recommend the passing of the Resolution at Item no. 9 as a Special Resolution.

None of the Directors except Mr. Vipin Sondhi or any of the Key Managerial Personnel and/or any of their relatives are concerned about or interested in the proposed transactions, except the extent disclosed earlier.

For JCB India Limited

Sd/-
Rajesh Mukhija
Vice President
General Counsel & Company Secretary

Date: 2nd September, 2016
Place: Ballabgarh

JCB INDIA LIMITED
Regd. Office: B-1 / I -1, 2nd Floor, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi – 110 044

 

ATTENDANCE CARD

37th Annual General Meeting, Thursday, 22nd day of September, 2016 at 11.00 A.M.
Folio No. /DP Client ID __________ No. of shares _________
Name________________________________________
Address_______________________________________

I/ We hereby record my/ our presence at the 37th Annual General Meeting of the Company being held at 11.00 A.M. on Thursday, 22nd day of September, 2016 at B-1 / I -1, 2nd Floor, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi – 110 044

___________________________ Signature of shareholder/ proxy

JCB INDIA LIMITED
Regd. Office: B-1 / I -1, 2nd Floor, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi – 110 044

FORM OF PROXY

[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the member (s):
Registered address:
E-mail Id:
Folio No/ Client Id: DP ID:

I/We, being the member (s) of ………….................................................. shares of JCB India Limited, hereby appoint

1. Name Email Id
Address
Signature or failing him/her
2. Name Email Id
Address
Signature or failing him/her
3. Name Email Id
Address
Signature or failing him/her

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 37th Annual General Meeting of the company, to be held at 11.00 A.M. on Thursday, 22nd day of September, 2016 at B-1 / I -1, 2nd Floor, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi – 110 044 and at any adjournment thereof in respect of such resolutions as are indicated below/overleaf:

*I wish my above proxy to vote in the manner as indicated in the box below:

Resolution No. Resolution For Against
Ordinary Business
1. To receive, consider and adopt the audited Financial Statement of the Company as at 31st March, 2016 along with the Boards’ Report and Auditors’ Report thereon
2. To consider and appoint a Director in place of Lord Anthony Paul Bamford (DIN 00560644), who retires by rotation and being eligible, offers himself for reappointment
3. To consider and appoint a Director in place of Mr. Subirkumar Chowdhury (DIN 03633998), who retires by rotation and being eligible, offers himself for reappointment
4. Ratification of appointment of Auditor and fixing their remuneration.
Special Business
5. To appoint Mr. Michael Hugh McMillan (DIN: 07379554) as Director of the Company
6. To re-appoint Mrs. Preeti Mehta (DIN 00727923), as Independent Director of the Company
7. To re-appoint Mr. Vishwavir Saran Das (DIN 03627147), as Independent Director of the Company
8. To ratify remuneration to the Cost Auditor
9. To approve remuneration to Mr. Vipin Sondhi, Managing Director & CEO

Signed this…..................................................… day of…….................................… 2016.

_____________________ _______________________ Affix Revenue Stamp

Signature of shareholder/ Signature of Proxy holder(s)

Notes:
1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Off ice of the Company, not less than 48 hours before the commencement of the Meeting.

2) A proxy need not be a Member of the Company.

3) A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% 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 a proxy for any other person or shareholder.