MAHINDRA LOGISTICS LIMITED

Transcription

1 NOTICE Notice is hereby given that the 16 th Extra-ordinary General Meeting of the Members of Mahindra Logistics Limited will be held on Monday, 23 rd October, 2017 at 5.00 p.m. at shorter notice at Mahindra Towers, P.K. Kurne Chowk, Worli, Mumbai to transact the following Special Businesses: SPECIAL BUSINESS ITEM NO. 1 To approve keeping register of members and copies of annual return at a place other than registered office To consider the matter, and if thought fit, to pass the following as Special Resolution: RESOLVED THAT pursuant to provisions of section 94 of the Companies Act, 2013 ( the Act ) and other applicable provisions, if any, of the Act and Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force), and the Registrar of Companies having been given in advance a copy of this proposed Special Resolution, the consent of the Members be accorded to the Board of Directors of the Company for keeping the Register of Members together with the Index of Members, Register of Debenture Holders and other Security Holders, if any, together with the Index of Debenture Holders and other Security Holders, if any, under section 88 of the Act, and copies of the Annual Returns under section 92 of the Act at the office premises of the Company s Registrar & Share Transfer Agents viz. Link Intime India Private Limited ( RTA Agent ) at C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai and / or at such places within Mumbai where the RTA Agents may have their office from time to time and/or at the Registered Office of the Company at Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai and/or at the Company s Corporate Office at 1A&1B, 4th Floor, Techniplex 1,Techniplex Complex, Veer Savarkar Flyover, Goregaon (w) Mumbai ; RESOLVED FURTHER THAT approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard. 1

2 ITEM NO. 2 Approval for Material Related Party Transactions To consider the matter, and if thought fit, to pass the following as Ordinary Resolution: RESOLVED THAT pursuant to the provisions of the Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 188 of the Companies Act, 2013 ( The Act ) and other applicable provisions, if any, of the Act read with the Companies (Meeting of Board and its Powers) Rules, 2014 including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force) and pursuant to the consent of the Audit Committee and of the Board of Directors and such other approvals, consents, permissions and sanctions of any authorities as may be necessary, consent of the Company be and is hereby accorded to ratify/ approve all existing and proposed contract(s) / transaction(s)/ arrangement(s)/ agreement(s) with Mahindra and Mahindra Limited ( M & M ), the holding Company of the Company, and a related party within the meaning of the section 2(76) of the Act, for a period starting from date of proposed Listing of Company s securities on Stock Exchanges and ending on 31st March, 2019, in ordinary course of business and on arms length basis, and on such terms as detailed in the explanatory statement to this resolution; RESOLVED FURTHER THAT the Board be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory or contractual, in relation to the above and be authorized to approve aforesaid transactions and the terms & conditions thereof; RESOLVED FURTHER THAT the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds and things, to sign, execute all such documents, instruments in writing on an ongoing basis as may be required in its absolute discretion pursuant to the above Resolution. By Order of the Board of Directors Sd/- Brijbala Batwal Company Secretary Mumbai: 25 th September, ID: batwal.brijbala@mahindra.com 2

3 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013, ANNEXED TO THE NOTICE DATED 25 th SEPTEMBER, 2017 ITEM NO. 1 The Initial Public Offer ( IPO ) Committee of Board of Directors had on 13 th July, 2017 appointed Link Intime India Private Ltd., having its office at C-101, 1st Floor, 247 Park, Lal Bhadur Shastri Marg, Vikhroli (West), Mumbai as the Registrar and Share Transfer Agents ( RTA ) of the Company in place of Karvy Computershare Private Limited. Pursuant to Section 94 of the Companies Act, 2013 and the relevant rules under the Companies (Management and Administration) Rules, 2014, the registers under Section 88 and the copies of Annual Return filed under Section 92 may also be kept at any other place in India in which more than one-tenth of the total number of members entered in the register of members reside, if the same is approved by a special resolution passed at a general meeting of the Company and the Registrar has been given a copy of the proposed special resolution in advance. Pursuant to above provisions and change of RTA of the Company to Link Intime India Private Limited, It is proposed that the Register of Members together with the Index of Members, Register of Debenture Holders and other Security Holders, if any, together with the Index of Debenture Holders and other Security Holders, if any, under section 88 of the Act, and copies of the Annual Returns under section 92 of the Act be kept at the Office premises of the Company's new RTA viz. Link Intime India Private Ltd.,C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai and/or at such places within Mumbai where Link Intime India Private Ltd may have their office from time to time and/or at the Registered Office of the Company at Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai and/or at the Company s Corporate Office 1A&1B, 4th Floor, Techniplex 1,Techniplex Complex Veer Savarkar Flyover, Goregaon (w) Mumbai ; Accordingly, consent of the Members is sought for passing a Special Resolution as set out at Item No. 1 of the Notice. None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 1 of the Notice, except to the extent of their shareholding, if any, in the Company. The Board commends the Special Resolution set out at Item No. 1 of the Notice for approval by the Members. 3

4 ITEM NO. 2 Pursuant to Section 188 of the Companies Act, 2013 ( the Act ), read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company is required to obtain consent of the Board and prior approval of the members by resolution in case certain Related Party Transactions ( RPT ) exceed such sum as is specified in the rules. The aforesaid provisions are not applicable in respect transactions entered into by the Company in the ordinary course of business and on arm s length basis. However, pursuant to regulation 23(4) of SEBI LODR, 2015, approval of the shareholders through Ordinary Resolution is required for all material related party transactions ( RPT ). As per Explanation to regulation 23(4) of SEBI LODR 2015, a transaction with a related party shall be considered material if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company. In view of Company s upcoming Initial Public Offer ( IPO ) and provisions of SEBI LODR becoming applicable from the date of proposed listing, it is proposed to seek approval of the shareholders (Pre- IPO shareholders) as the Company s present and proposed transactions with Mahindra and Mahindra Ltd. ( M & M ), holding company of the Company and a related party, during a financial year, are likely to exceed 10% of annual consolidated turnover of the Company viz. Rs Crores as per the audited financial statements of the Company as on 31 March Details of the transactions are given below: Name of Related Party: Mahindra and Mahindra Ltd. ( M&M ) Nature of Relationship: Holding Company of the Company Name of the Director or Key Managerial Personnel who is related (to the transaction), if any: NIL Nature of Relationship: N.A 4

5 Monetary value Sr No Nature of the contract/ arrangement/ transaction Particulars/ Material Terms of the Contract/arrangement/transaction Estimated Value of Transaction s for FY (Rs. in crores) Estimated Value of Transaction s for FY (Rs. in crores) 1 Transportation Services / Stores & Line Feed / Warehousing / Pre- Outbound / Yard Management / Warehouse Management Services / Employee Transportation / CHA & Transportation Services / Stock Yard Operations / etc. Freight Charges with Fixed Management fees / Freight Charges with % of Management fees / Freight Charges with margin / Agreed rent & rate with % of management fees / Fixed Charges / Fixed % of billing on customer sales / Employee transportation services with margins / CHA & Freight charges with margin. Credit Period ranging upto 30 days Reimbursement of rent / Reimbursement of staff training expenses / etc. Rent Charges Agreed / At Actual (2.00) (3.00) Duration of Transactions: Ongoing The above transactions have been approved by the Audit Committee as per the provisions of the Companies Act, 2013 and the SEBI LODR, The said transactions with M & M are/ would be in ordinary course of business and on arms length basis. In view the above, it is proposed seek approval of the members of the Company through an Ordinary resolution for the above transactions and the related parties shall be abstained from voting on the resolution as set out at Item No. 2. None of the Directors, Key Managerial Personnel or their relatives is directly or indirectly concerned or interested, financially or otherwise, except to the extent of his/ her respective shareholding, if any, in the Company, in the resolution set out in item no. 2 of the Notice. 5

6 The Board recommends the Resolution at Item No.2 of the Notice for approval of the Members. By Order of the Board of Directors Sd/- Brijbala Batwal Company Secretary Mumbai: 25 th September, 2017; ID: Notes: 1. An Explanatory Statement pursuant to section 102 of the Companies Act, 2013 in respect of Item No.1 to 2 covered in the notice dated 25 th September, 2017 is annexed hereto. 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 A PROXY NEED NOT BE A MEMBER. 3. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as Proxy on behalf of not more than fifty Members and holding in aggregate not more than ten percent of the total Share Capital of the Company. Members holding more than ten percent of the total Share Capital of the Company may appoint a single person as Proxy, who shall not act as Proxy for any other Member. 4. The instrument appointing a proxy in the enclosed format must be deposited at the registered office of the Company at least 48 hours before the commencement of the meeting. 5. Corporate members intending to send their authorised representatives to attend the meeting are requested to send to the Company a certified copy of the Board resolution authorising their representative to attend and vote on their behalf at the meeting. 6. Members are requested to produce the enclosed attendance slip duly signed as per the specimen signature recorded with the Company for admission to the meeting hall. 7. Route map for venue of the meeting is enclosed. 8. Pursuant to Clause of Secretarial Standard-2 (SS-2), the documents mentioned in the Notice and Explanatory statement will be available for inspection at the Registered Office of the Company 6

7 during business hours, i.e a.m. to 6.00 p.m. and the same shall also be available for inspection during the Extra Ordinary General Meeting. 7

8 ATTENDANCE SHEET I / We, of., being a member(s) of Mahindra Logistics Limited hereby register my/our presence at the Extra-ordinary General Meeting of the Company being held on Monday, 23 rd October, 2017 at 5.00 P.M. at Mahindra Towers, P.K. Kurne Chowk, Worli Mumbai Folio No/ Client Id : DP ID : Signed this on,

9 Form No. MGT-11 Proxy form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] CIN: U63000MH2007PLC Name of the Company: Mahindra Logistics Limited Registered office: Mahindra Tower. P.K. Kurne Chowk, Worli, Mumbai. Name of the member (s): Registered address : Id: Folio No/ Client Id : DP ID : I/We, being the member (s) of. shares of the above named company, hereby appoint 1. Name: Id: Address: Signature: Or failing him 2. Name: Id: Address: Signature: Or failing him 3. Name: Id: Address: Signature: as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extraordinary General Meeting of the company, to be held on the Monday, 23 rd October, 2017 at 5.00 P.M. at 9

10 Mahindra Towers, P.K. Kurne Chowk, Worli Mumbai and at any adjournment thereof in respect of such resolutions as are indicated below : Resolutions 1 To approve keeping register of members and copies of annual return at a place other than registered office 2 Approval for Material Related Party Transactions For Against Signed this on, 2017 Affix Revenue Stamp of Re. 1 Signature of shareholder Signature of Proxy holder(s) 10

11 Route Map: 11