Notice. IRCLASS Indian Register of Shipping (Company Limited by Guarantee & Not having Share Capital)

Transcription

1 is hereby given that the 43 rd ANNUAL GENERAL MEETING of the Company will be held on Tuesday, 11 th September, 2018 at 4.00 p.m. at the Azure Room of the Chambers, Hotel Taj Mahal, Mumbai, to transact the following business:- ORDINARY BUSINESS: 1) To receive, consider and adopt the audited Balance Sheet as at 31 st March, 2018 and Income and Expenditure Account for the financial year ended on that date along with the Report of the Directors and the Auditors thereon. 2) To appoint Auditors for a further term of 5 years, commencing and fix their remuneration. 3) To appoint a Director in place of Mrs. Kiran Dhingra, who retires by rotation and being eligible, offers herself for reappointment. 4) To appoint a Director in place of Mr. C.V. Subba Rao, who retires by rotation and being eligible, offers himself for reappointment. SPECIAL BUSINESS: 5) To appoint a Director in place of Dr. (Mrs.) Malini V. Shankar, IAS of intention to propose Dr. (Mrs.) Malini V. Shankar, IAS, for appointment as a Director under Section 160 of the Companies Act, 2013 has been received from a member. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: RESOLVED THAT Dr. (Mrs.) Malini V. Shankar, IAS, Director General of Shipping (DIN ), who was appointed an Additional Director of the Company by the Board of Directors, pursuant to Section 149, 152, 161 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules framed thereunder, and the Company s Articles of Association, and who holds office upto the date of this Annual General Meeting and who is eligible for appointment, and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act, along with the necessary deposit, signifying his intention to propose the candidature of Dr. (Mrs.) Malini V. Shankar, IAS, for the office of Director, be and is hereby appointed a Director of Indian Register of Shipping, not liable to retire by rotation. RESOLVED FURTHER THAT any of the Directors or the Company Secretary be and is hereby severally authorized to do all such acts, deeds and things as may be necessary and file all necessary forms as may be applicable for giving effect to the aforesaid resolution. 6) To appoint a Director in place of Mrs. Alice Vaidyan of intention to propose Mrs. Alice Vaidyan, for appointment as a Director under Section 160 of the Companies Act, 2013 has been received from a member. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: RESOLVED THAT Mrs. Alice Vaidyan, Chairman & Managing Director, General Insurance Corporation of India (DIN ), who was appointed an Additional Director of the Company by the Board of Directors, pursuant to Section 149, 152, 161 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules framed thereunder, and the Company s Articles of Association, and who holds office upto the date of this Annual General Meeting and who is eligible for appointment, and in respect 1

2 of whom the Company has received a notice in writing from a Member under Section 160 of the Act, along with the necessary deposit, signifying his intention to propose the candidature of Mrs. Alice Vaidyan, for the office of Director, be and is hereby appointed a Director of, liable to retire by rotation. RESOLVED FURTHER THAT the Company Secretary be and is hereby authorized to do all such acts, deeds and things as may be necessary and file all necessary forms as may be applicable for giving effect to the aforesaid resolution. 7) To consider and, if thought fit, to pass the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 196 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder and in accordance with the Articles of Association of the Company and as recommended by the NR Committee at its meeting held on 12 th October, 2017 and unanimously approved by the Board of Directors of the Company at its meeting held on Thursday, 9 th November, 2017, the Company hereby approves that the tenure of the Managing Director, Mr. Suresh Sinha, which was upto 30 th June, 2019, be and is hereby extended for a period of two years upto 30 th June, 2021, with all other terms and conditions of his appointment including remuneration, remaining unchanged. RESOLVED FURTHER THAT the Company Secretary be and is hereby authorized to do all such acts, deeds and things as may be necessary and file all necessary forms as may be applicable for giving effect to the aforesaid resolution. 8) To consider and, if thought fit, to pass the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 196 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder and in accordance with the Articles of Association of the Company and as recommended by the NR Committee at its meeting held on 12 th October, 2017 and unanimously approved by the Board of Directors of the Company at its meeting held on Thursday, 9 th November, 2017, the Company hereby approves that the tenure of the Joint Managing Director, Mr. Vijay Arora, which was upto 30 th June, 2019, be and is hereby extended for a period of two years upto 30 th June, 2021, with all other terms and conditions of his appointment including remuneration, remaining unchanged. RESOLVED FURTHER THAT the Company Secretary be and is hereby authorized to do all such acts, deeds and things as may be necessary and file all necessary forms as may be applicable for giving effect to the aforesaid resolution. By Order of the Board of Directors, Mumbai, 20 th July, 2018 B.V. Nargundkar Sr. VP & Company Secretary Registered Office: 52A, Adi Shankaracharya Marg, Opp. Powai Lake, Powai Mumbai CIN U61100MH1975NPL Tel: Fax: ho@irclass.org Website: 2

3 Notes: 1. All documents referred to in the accompanying and the Explanatory Statement and other related documents including the Copy of Memorandum of Association and Articles of Association of the Company are available for inspection by the members at the Registered Office of the Company during the Business hours on all working days up to the date of the Annual General Meeting. 2. Every member is entitled to inspect the financial statements of the Company and its subsidiaries at registered office during business hours and a copy of the financial statements of each of the subsidiaries will be provided to any member of the Company who asks for it in writing. 3. The Explanatory Statements pursuant to Section 102 of the Companies Act, 2013, in respect of the business as specified in the, is annexed hereto. By Order of the Board of Directors, Mumbai, 20 th July, 2018 B.V. Nargundkar Sr. VP & Company Secretary Registered Office: 52A, Adi Shankaracharya Marg, Opp. Powai Lake, Powai Mumbai CIN U61100MH1975NPL Tel: Fax: ho@irclass.org Website: 3

4 Explanatory Statement (Pursuant to Section 102 of the Companies Act, 2013) As required by section 102 of the Companies Act, 2013 (Act), the following explanatory statement sets out all material facts relating to the business mentioned under Item numbers 5, 6, 7 & 8 of the accompanying : Re: Item No.5 The Board had appointed Dr. (Mrs.) Malini V. Shankar, IAS, Director General of Shipping, as an additional Director to hold office till the Annual General Meeting in accordance with the provisions of Article 34(a)(i) and Article 37(1)(d) of the Articles of Association and Section 161 of the Companies Act, The Company has received a notice in writing from a member under section 160 of the Companies Act, 2013, along with the necessary deposit, of intention to propose Dr. (Mrs.) Malini V. Shankar, IAS, for appointment as a Director. Dr. (Mrs.) Malini V. Shankar, IAS, has signified her consent in writing, to serve as a Director on the Board, if appointed. In accordance with the Articles of Association of IRS, Dr. (Mrs.) Malini V. Shankar, IAS, being an ex-officio Director, is not required to retire by rotation. The Board considers that it would be in the interest of the Company to have the continued benefit of guidance of Dr. (Mrs.) Malini V. Shankar, IAS, as a member on the Board and therefore commends her appointment. Dr. (Mrs.) Malini V. Shankar, IAS, is interested in the resolution in so far as relating to her own appointment. None of the other Directors or Key Managerial Personnel (KMP) or relatives of directors and KMPs are concerned or interested in the Resolution at Item No.5 of the accompanying. Re: Item No.6 In accordance with the provisions of the Companies Act, 2013 & Articles of Association of IRS, Mrs. Alice Vaidyan, Chairman & Managing Director, General Insurance Corporation of India, was appointed as an additional Director, to hold office till the Annual General Meeting in accordance with the provisions of Article 37(1)(b) of the Articles of Association and Section 161 of the Companies Act, 2013, by the Board of Directors at its meeting held on 20 th July, 2018, consequent upon her cessation of office under Section 167(1(b) of the Companies Act, The Company has received a notice in writing from a member under section 160 of the Companies Act, 2013, along with the necessary deposit, of intention to propose Mrs. Alice Vaidyan, for appointment as a Director. Mrs. Alice Vaidyan, has signified her consent in writing, to serve as a Director on the Board, if appointed. The Board considers that it would be in the interest of the Company to have the continued benefit of guidance of Mrs. Alice Vaidyan, as a member on the Board and therefore commends her appointment. Mrs. Alice Vaidyan, is interested in the resolution in so far as relating to her own appointment. None of the other Directors or Key Managerial Personnel (KMP) or relatives of directors and KMPs are concerned or interested in the Resolution at Item No.6 of the accompanying. 4

5 Item Nos. 7 & 8: (IRS) is a member of the International Association of Classification Societies (IACS), the apex body for international Classification Societies, since June, Normally, the Chairmanship of IACS follows the principle of rotation, with each society being given one year of Chairmanship of IACS, which is preceded and succeeded by one year as incoming and out-going Vice Chair of IACS. Thus, each IACS member society would serve as Vice Chair Chair Vice Chair of IACS, over 3 successive years. However, IACS announced the decision of IRS assuming Chairmanship of IACS only at the December, 2016 meeting of the IACS Council (the apex body for decision making within IACS). Thus, IRS would assume Chairmanship of IACS for one year from July, 2019 to June, 2020 and would therefore be the incoming Vice Chair of IACS during and would be the outgoing Vice Chair during , as per the July to June year followed by IACS. As Vice Chairman of IACS Council, IRS would also become the Chairman of the Strategy Group of IACS, which formulates proposals for implementing the strategies to be adopted by IACS. IRS would therefore be in the driving seat of IACS from and one year thereafter upto June, 2021, to ensure continuity of initiatives and strategies agreed under its Chairmanship. Concurrently with assuming the Chairmanship and Vice Chairmanship of IACS, IRS would also be Vice Chair and Chair of the General Policy Group (GPG), which deals with all technical matters of IACS, for the same period of July, 2018 to June, In view of the above developments, in the normal course this would mean that the Chairman of IRS would assume the Chairmanship of IACS, while the seniormost Officer, the Managing Director, would be IRS Member to the IACS Council, during 2019 to 2020 and the Jt. Managing Director, being the technical head, would be first the Vice Chair and then the Chair of the GPG, during the period 2018 to Chairmanship of IACS Council would also provide IRS, a direct access to important institutions such as Intertanko, Intercargo, International Chamber of Shipping, EU, IMO and the like. Visibility of the Vice Chair/Chair of IACS Council, is quite different from being an IACS Member. Co-ordination as Vice Chair of GPG has already started, with the Jt. Managing Director of IRS participating in the GPG Vice Chair meeting on 16 th October, 2017 and it was therefore important for IRS and the Board of Directors, to decide how to handle this important and prestigious position. As explained to the Board, there were also several significant internal challenges within IACS and recent developments were indicative of the efforts being made to establish the supremacy of the larger member societies, by seeking to introduce quantitative benchmarks, which would be to the detriment of the smaller societies, including Asian Societies, whose voice within IACS was fairly muted. IRS would therefore be required to take a lead in ensuring that no significant changes were made to IACS policy/charter to the detriment of the smaller and Asian Societies. Taking all these factors into account, the Nomination & Remuneration (NR) Committee of your company, at its meeting on 12 th October, 2017, noted however that the present tenure of the Executive Chairman was upto 31 st August, 2018, while tenure of both the Managing Director and Jt. Managing Director was upto 30 th June, Considering the criticality and importance of IRS heading IACS including issues as aforementioned, the NR Committee was of the view that change in top management team mid-way, during these three years ( ), would amount to waste of opportunity and would create a loss of at least a year, the amount of time it would take for any new appointee to get 5

6 comfortable in a new position of such responsibility, which would disrupt or even seriously damage the advantage that IRS hopes to obtain from the opportunities of IACS Chairmanship. Sophisticated diplomacy and skills were needed to Chair IACS, the nuances of which, the present top management team of IRS was well familiar with. The NR Committee had therefore unanimously recommended the extension of tenure of top management, as under: a) Mr. Arun Sharma, Executive Chairman, from 1 st September, 2018 to 31 st August, 2021, b) Mr. Suresh Sinha, Managing Director, from 1 st July, 2019 to 30 th June, 2021 c) Mr. Vijay Arora, Jt. Managing Director, from 1 st July, 2019 to 30 th June, 2021 to cover a three year period, when IRS would be holding the Vice Chairmanship and Chairmanship of IACS Council. The matter was deliberated at length by the Board of Directors at their meeting on 9 th November, 2017 and the Board unanimously approved the recommendations of the NR Committee, to extend the tenure of the Executive Chairman of IRS upto 31 st August, 2021 and Managing Director and Jt. Managing Director upto 30 th June, By way of information, Chairman, IRS, has become the Vice Chair of IACS, as well as the Chairman of Strategy Group of IACS, from 1 st July, 2018 and the Jt. Managing Director has become the Vice Chair of the GPG from that date. Accordingly, to meet the requirements of the Companies Act, 2013, the extension of tenure of the Executive Chairman, upto 31 st August, 2021, was unanimously approved by the general body of IRS at its Extra-ordinary General Meeting held on 16 th January, In accordance with the requirements of the Companies Act, 2013, the extension of tenure of the Managing Director and Jt. Managing Director, as above, can, however, only be done within 12 months of expiry of their existing tenure (which is upto 30 th June, 2019, for both) and hence the matter is being put to the general body now, for their consideration and approval at this AGM. The Board of Directors of the Company commends the Special Resolutions at Item Nos. 7 and 8, for adoption by the general body. None of the Directors or Key Managerial Personnel (KMP) or relatives of Directors and KMPs are concerned or interested in the Resolutions at Item Nos.7 & 8 of the accompanying, with the exception of the Managing Director, Mr. Suresh Sinha and Jt. Managing Director, Mr. Vijay Arora, since the matter relates to extension of their tenure as Managing Director and Jt. Managing Director, respectively. By Order of the Board of Directors, Mumbai, 20 th July, 2018 B.V. Nargundkar Sr. VP & Company Secretary Registered Office: 52A, Adi Shankaracharya Marg, Opp. Powai Lake, Powai Mumbai CIN U61100MH1975NPL Tel: Fax: ho@irclass.org Website: 6

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