NOTICE NOTICE Aditya Birla Health Insurance Co. Limited at a shorter notice ORDINARY BUSINESS: "RESOLVED THAT

Transcription

1 NOTICE NOTICE is hereby given that the 3 rd (Third) Annual General Meeting of the s of Aditya Birla Health Insurance Co. Limited will be held on Friday, July 27, 2018 at 5.30 p.m. at Board Room, 18 th Floor, One Indiabulls Centre, Tower-1, Jupiter Mill Compound, 841, S.B. Marg, Elphinstone Road, Mumbai , at a shorter notice to transact, with or without modification(s), as may be permissible, the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Revenue Account, Profit and Loss Account and Receipts and Payments Account of the Company for the year ended March 31, 2018 and the Balance Sheet as at that date, together with the Reports of the Directors, Management and Joint Statutory Auditors thereon. 2. To appoint a Director in place of Mr. Ajay Srinivasan (DIN: ), who retires from office by rotation and being eligible, offers himself for re-appointment. 3. To appoint a Director in place of Mr. Devajyoti Bhattacharya (DIN: ), who retires from office by rotation and being eligible, offers himself for re-appointment. 4. To approve the appointment of M/s GBCA & Associates LLP, Chartered Accountants (Firm Registration No W/W100292) as one of the Joint Statutory Auditors and in this connection, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Section 139, 141 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014 as amended from time to time and pursuant to Corporate Governance Guideline issued by the Insurance Regulatory and Development Authority of India (IRDAI) on appointment of Statutory Auditors, M/s GBCA & Associates LLP, Chartered Accountants (Firm Registration No W/W100292), be and is hereby appointed as one of Joint Statutory Auditor of the Company to hold office from the conclusion of 3 rd (Third) Annual General Meeting (AGM) till the conclusion of 4 th (Fourth) AGM of the Company, to examine and audit the accounts of the Company for the financial year at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors. 5. To ratify the appointment of M/s Khimji Kunverji & Co, Chartered Accountants (Firm Registration No: W) as one of the Joint Statutory Auditors of the Company and in this connection, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: 1

2 RESOLVED THAT pursuant to the provisions of Sections 139 and 142, and other applicable provisions, if any, of the Companies Act, 2013 ( Act ) read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) and other applicable provision, if any, and Corporate Governance guidelines issued by the Insurance Regulatory and Development Authority of India (IRDAI) on appointment of Statutory Auditors, the Company hereby ratifies the appointment of M/s Khimji Kunverji & Co., Chartered Accountants (Firm Reg. No: W), as one of the Joint Statutory Auditors alongwith M/s GBCA & Associates LLP, Chartered Accountants (Firm Registration No W/W100292), to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Fourth (4 th ) AGM, to examine and audit the accounts of the Company for the financial year at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors. SPECIAL BUSINESS: 6. To approve the appointment of Mr. Risto Sakari Ketola (DIN: ) as a Director in casual vacancy and in this connection, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 161(4) and any other applicable provisions of the Companies Act, 2013 and the Companies (Amendment) Act, 2017 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) and Articles of Association of the Company, the appointment of Mr. Risto Sakari Ketola (DIN ), a nominee of MMI Strategic Investments (Pty) Limited, as a Director of the Company, by the Board of Directors at its meeting held on October 30, 2017, to fill up the casual vacancy caused due to resignation of Mr. Danie Botes before the expiry of his term of office be and is hereby approved by the s at this meeting and that Mr. Risto Sakari Ketola is to hold office till the date the outgoing Director Mr. Danie Botes would have held the office. By order of the Board for Aditya Birla Health Insurance Co. Limited Date: July 27, 2018 Place: Mumbai S/d- Rajiv Joshi Company Secretary 2

3 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/ HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE VALID AND EFFECTIVE MUST BE LODGED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING. 2. Items 2 & 3 of the Notice: In view of the provisions of the Act which prescribes that Non Independent Directors only will be reckoned for the purpose of the provisions relating to retirement by rotation under Section 152 of the Act, the Company has determined retiring directors (being non-independent Directors only) and their eligibility for re-appointment under the above provisions. The Profile of the Director seeking re-appointment is annexed to this Notice. 3. Bodies corporate can be represented at the meeting by such person(s) as are authorised. Copies of resolution under section 113 of the Companies Act, 2013, authorising such person(s) to attend the meeting should be forwarded to the Company prior to the meeting. An authorised representative of a body corporate holding shares may appoint Proxy under his signature. 4. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to Item No. 2 to 6 including the details of the Director seeking appointment/ reappointment is annexed hereto and forms part of notice. 5. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote. 6. s who have not registered their addresses so far are requested to register their address for receiving all communication including Annual Report, Notices, and Circulars etc. from the Company electronically. s are requested to intimate change in address to the Company Secretary at ABHICL.Secretarial@adityabirlacapital.com. 7. A Proxy can act on the behalf of s not exceeding fifty and holding in aggregate not more than ten percent of the total Share Capital of the Company. A holding more than ten percent of the total Share Capital may appoint a single person as proxy for his entire shareholding and such person shall act not as a proxy for another person or member. Proxy shall not vote, except on a Poll. 8. The instrument appointing a Proxy should be signed by the member or his attorney duly authorized in writing, or if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorized by it. The instrument appointing a Proxy shall be valid only if it is duly filled with clear details of the name of the proxy and date, stamped (as per applicable law) and signed and must reach the Company s Registered Office not later than 48 hours before the commencement of the Meeting. Unstamped or inadequately stamped proxies or the proxies on which the stamps have not been cancelled shall be considered as invalid. 3

4 The Proxy holder is required to prove his identity at the time of attending the meeting. Any requests for revocation of proxies shall be valid if received before the commencement of the meeting. / Proxy, desirous of attending the Meeting, must bring the Attendance Slip (enclosed herewith) to the Meeting duly completed and signed, and hand over the same at the venue entrance. 9. All documents referred to in the Notice will be available for inspection at the Company s registered office between a.m. to 1.00 p.m. on all days except Saturday, Sunday and public holidays. 10. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the s at the Annual General Meeting. 4

5 EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 Details of the Directors seeking Re-Appointment Item No. 2: Appointment of Mr. Ajay Srinivasan Name Mr. Ajay Srinivasan Non-Executive Director (DIN ) Qualification Age Date of First Appointment on Board Brief Details BA honors in Economics from St. Stephens College, Delhi and MBA from Indian Institute of Management, Ahmedabad 55 Years April 22, 2015 Mr. Ajay Srinivasan is Chief Executive - Financial Services at the Aditya Birla Group since July In this role, Mr. Srinivasan sets the vision and provides strategic direction and leadership to the Group s financial services business covering several verticals such as life insurance, fund management, private equity, wealth management, retail broking, capital markets based lending, corporate financing, infrastructure finance and general insurance broking. Under his leadership, the financial services business has grown rapidly with a current turnover of USD 1.3 billion, assets under management of USD 20 billion, over 5.6 million customers and a workforce of over 17,500 people. Before joining the Aditya Birla Group, Mr. Srinivasan was based in Hong Kong as Chief Executive Fund Management, Prudential Corporation Asia. He oversaw a business that spanned 10 markets, including Japan, with total funds under management of about USD 70 billion, which made it at the time the second largest retail fund manager in Asia. As a member of Prudential Corporation Asia s Board of Directors, Mr. Srinivasan also oversaw the development of Prudential s retirement business in Asia. Prior to joining Prudential, Mr. Srinivasan was managing the India operations of Threadneedle Asset Management as the company s Deputy Chief Executive Officer and Chief Investment Officer. He has two decades of experience in the financial services industry and a proven track record for building successful businesses. Mr. Srinivasan is engaged with several bodies, including the Financial Planning Standards Board, the CII Committee on Financial Sector Reforms, the CII Committee on Insurance and Pensions and the FICCI Committee on Insurance, the CII Committee on Financial Inclusion. He is also a member of the Advisory Board of the City of London. Mr. Ajay Srinivasan has attended 5 Board Meetings during the FY The terms & conditions of appointment of Mr. Ajay shall be as may be determined by the Board. Mr. Ajay does not hold any 5

6 equity shares of the Company. Mr. Ajay does not have any relationship with other Directors, Managers and other Key Managerial Personnel of the Company. Status of other Directorship as on March 31, 2018 Status of ship/ Chairmanship of other companies Committees as on March 31, 2018 Aditya Birla Sun Life Insurance Company Limited Aditya Birla Management Corporation Private Limited Aditya Birla PE Advisors Private Limited Aditya Birla Sun Life AMC Limited Aditya Birla Myuniverse Limited Aditya Birla Housing Finance Limited Aditya Birla Finance Limited Name of Committee (Audit/ CSR/ Stakeholders Grievance/ Nomination & Remuneration/ ESOP) Aditya Birla Sun Life Insurance Company Limited / Chairman Risk Management Committee Nomination & Remuneration Committee Investment Committee Asset Liability Management Committee Corporate Social Responsibility Committee Policyholders Protection Committee Aditya Birla Housing Finance Limited Risk Management Committee Nomination & Remuneration Committee Share Allotment Committee Corporate Social Responsibility Committee Aditya Birla Sun Life AMC Limited Risk Management Committee Nomination & Remuneration Committee Investment Committee Product Committee Corporate Social Responsibility Committee Aditya Birla Finance Limited Risk Management Committee Nomination & Remuneration Committee Corporate Social Responsibility Committee 6

7 Finance Committee Share Allotment Committee Aditya Birla MyUniverse Limited Nomination & Remuneration Committee The Company has received a declaration from Mr. Ajay Srinivasan confirming that he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and is eligible to act as a Director of the Company. The Board recommends the Resolution for approval of the s as an Ordinary Resolution as set out in the item no. 2 of the notice for the appointment of Mr. Ajay Srinivasan as a Director, liable to retire by rotation. Except Mr. Ajay Srinivasan, being the appointee, no other Director or Key Managerial Personnel of the Company or their respective relatives is/ are concerned or interested, financially or otherwise, in the said Resolution. Item No. 3: Appointment of Mr. Devajyoti Bhattacharya Name Qualification Age Date of First Appointment on Board Brief Details Mr. Devajyoti Bhattacharya Non-Executive Director (DIN ) B. Tech from NIT, and PG in Industrial Engineering from NITIE 60 Years April 22, 2015 Mr. Devajyoti Bhattacharya is the Group Executive President and Business Head of Solar Power, E-commerce and New Ventures of the Aditya Birla Group. Mr. Bhattacharya oversees all future directions for the Group, mergers and acquisitions as well as strategic initiatives of the Group in its existing and new businesses. Joining as Vice President, Corporate Strategy and Business Development in 1996, Mr. Bhattacharya has played a pivotal role in acquisitions and joint ventures that have significantly broadened the portfolio of the Group. Mr. Bhattacharya has over 28 years of experience encompassing manufacturing, finance, software and media industries and has had successful stints as an entrepreneur, management consultant and media producer during his career. Mr. Bhattacharya has earned a bachelor of technology degree in mechanical engineering from NIT, Rourkela, and a postgraduate degree in industrial engineering from NITIE, Mumbai. Mr. Bhattacharya is passionate about community service he has worked with Action Aid and supports several social initiatives 7

8 in India such as Project Crayon, Empowered Mumbai, Vatsalya and Shishu Prem Samaj. Mr. Devajyoti Bhattacharya has attended 4 Board Meetings during the FY The terms & conditions of appointment of Mr. Devajyoti shall be as may be determined by the Board. Mr. Devajyoti does not hold any equity shares of the Company. Mr. Devajyoti does not have any relationship with other Directors, Managers and other Key Managerial Personnel of the Company. Status of other Directorship as on March 31, 2018 Status of ship/ Chairmanship of other companies Committees as on March 31, 2018 Aditya Birla Aerospace and Defence Private Limited Aditya Birla Solar Limited Aditya Birla Idea Payments Bank Limited Aditya Birla Renewables Limited Aditya Birla Online Fashion Private Limited Mail Today Newspapers Private Limited Universal Learn Today Private Limited T.V. Today Network Limited Living Media India Limited Name of Committee (Audit/ CSR/ Stakeholders Grievance/ Nomination & Remuneration/ ESOP) T.V. Today Network Limited Nomination and Remuneration Committee Committee of Seniors Officials Committee of Directors / Chairman Living Media India Limited Nomination and Remuneration Committee Mail Today Newspapers Private Limited Nomination and Remuneration Committee Aditya Birla Idea Payments Bank Limited Nomination and Remuneration Committee Stakeholder Relationship Committee Finance Committee Share Allotment Committee Risk Management Committee Special Committee on Frauds 8

9 The Company has received a declaration from Mr. Devajyoti Bhattacharya confirming that he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and is eligible to act as a Director of the Company. The Board recommends the Resolution for approval of the s as an Ordinary Resolution as set out in the item no. 3 of the notice for the appointment of Mr. Devajyoti Bhattacharya as a Director, liable to retire by rotation. Except Mr. Devajyoti Bhattacharya, being the appointee, no other Director or Key Managerial Personnel of the Company or their respective relatives is/ are concerned or interested, financially or otherwise, in the said Resolution. Item No. 4 Appointment of M/s GBCA & Associates LLP, Chartered Accountants as one of the Joint Statutory Auditors The appointment of M/s MSKA & Associates (formerly known as M/s MZSK & Associates), Chartered Accountants (Firm Reg. No: W) and M/s Khimji Kunverji & Co., Chartered Accountants (Firm Reg. No: W) as the Joint Statutory Auditors of the Company for the FY , are due for ratification by the s at this meeting. However, M/s MSKA & Associates, Chartered Accountants, have expressed their inability to continue as the Statutory Auditors In terms of the Corporate Governance Guidelines issued by the IRDAI, an insurance company is required to have minimum 2 Joint Statutory Auditors with requisite criteria for eligibility of firms to be appointed as Joint Statutory Auditors of the Company. M/s GBCA & Associates LLP, Chartered Accountants (Firm Registration No W/W100292) who being eligible have offered themselves to be appointed as one of the Joint Statutory Auditors in place of M/s MSKA & Associates, the retiring auditors for a term of 1 year from conclusion of this AGM till the conclusion of 4 th AGM. The Company has received certificates from M/s GBCA & Associates LLP confirming their eligibility and willingness for their appointment as the Joint Statutory Auditors of the Company, pursuant to Section 139 (1) of the Companies Act, 2013 and as per the requirement stipulated by IRDAI to audit the accounts for FY The aforesaid appointment will be reviewed and approved by the Board of Directors at its meeting to be held earlier during the day prior to the AGM. The brief profile of the proposed Auditor, M/s GBCA & Associates LLP, Chartered Accountants is as follows: M/s GBCA & Associates LLP, formerly known as M/s Ghalla & Bhansali, is a Chartered Accountancy firm founded in 1955, based in Mumbai, India. M/s GBCA & Associates LLP provides comprehensive end-to-end solutions to their client s across Transaction and Business Structuring, Audit and Assurance, Tax and Regulatory, International Tax, FEMA and Transfer Pricing and SAFE Services. M/s GBCA & 9

10 Associates LLP assists businesses and organizations from start-up through growth and transition. M/s GBCA & Associates LLP serves individuals, families and businesses in a broad spectrum of industries. s are requested to kindly consider the appointment of M/s GBCA & Associates LLP, Chartered Accountants as the Joint Statutory Auditors of the Company. The Directors recommend the above Resolution for the approval of the s as an Ordinary Resolution. None of Directors, Key Managerial Personnel or their relatives are in any way, concerned or interested in the resolution set out in Item no. 4. Item No. 5: Ratification of appointment of M/s Khimji Kunverji & Co., Chartered Accountants as one of Joint Statutory Auditors M/s Khimji Kunverji & Co., Chartered Accountants (Firm Reg. No: W) were appointed as the Joint Statutory Auditors of the Company for a period of 5 years at the Annual General Meeting (AGM) of the Company held on June 2, 2017 to hold office from the conclusion of 2 nd AGM till the conclusion of 7 th AGM to be held in As per the provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by members at every AGM. Accordingly, ratification of the members is being sought for appointment of statutory auditors as per the proposal contained in the Resolution set out at Item no. 5 of the Notice. The Company has received certificates from M/s Khimji Kunverji & Co. confirming their eligibility and willingness for their appointment as the Joint Statutory Auditors of the Company, pursuant to Section 139 (1) of the Companies Act, 2013 and as per the requirement stipulated by IRDAI to audit the accounts for FY The aforesaid appointment will be reviewed and approved by the Board of Directors at its meeting to be held earlier during the day prior to the AGM. The brief profile of M/s Khimji Kunverji & Co., Chartered Accountants is as follows: M/s Khimji Kunverji & Co. was established in 1936 and has resource strength of over 150 employees including 9 Partners. Its Offices located in Bengaluru, Kandla, Jabalpur and Pune. M/s Khimji Kunverji & Co. is a member firm of HLB International which is a world-wide network of independent professional accounting firms and business advisers formed in s are requested to kindly consider and ratify the appointment of M/s Khimji Kunverji & Co. as the Joint Statutory Auditors of the Company. The Directors recommend the above Resolution for the approval of the s as an Ordinary Resolution. 10

11 None of Directors, Key Managerial Personnel or their relatives are in any way, concerned or interested in the resolution set out in Item no. 5. Item No. 6: Appointment of Mr. Risto Sakari Ketola (DIN: ) as a Director in casual vacancy. Mr. Risto Sakari Ketola (DIN ), a nominee of MMI Strategic Investments (Pty) Limited, was appointed as a Director in casual vacancy arising on account of resignation of Mr. Danie Botes by the Board of Directors at its meeting held on October 30, 2017 with effect from approval of DIN by MCA. Pursuant to the provisions of Section 161(4) and any other applicable provisions of the Companies Act, 2013 and the Companies (Amendment) Act, 2017, the s are required to approve the aforesaid appointment of Director appointed in casual vacancy. The Company has received a declaration from Mr. Risto Sakari Ketola confirming that he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and is eligible to act as a Director of the Company. The Board recommends the Resolution for approval of the s as an Ordinary Resolution as set out in the item no. 6 of the notice for the appointment of Mr. Risto Sakari Ketola as a Director. Except Mr. Risto Sakari Ketola, being the appointee, no other Director or Key Managerial Personnel of the Company or their respective relatives is/ are concerned or interested, financially or otherwise, in the said Resolution. 11

12 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: U66000MH2015PLC Name of the company: Aditya Birla Health Insurance Co. Limited Registered office: 10/A, Romell Tech- Park, Bldg. No. 2, 10 th Floor, Nirlon Compound, Western Express Highway, Goregaon East, 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: Address: Id: Signature:, or failing him 2. Name: Address: Id: Signature:, or failing him 3. Name: Address: Id: Signature:, or failing him as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Third Annual General Meeting/ Extraordinary General Meeting of the Company, to be held on the Friday, July 27, 2018 At 5.30 p.m. at Board Room, 18 th Floor, One Indiabulls Centre, Tower-1, Jupiter Mill 12

13 Compound, 841, S.B. Marg, Elphinstone Road, Mumbai and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No Affix Revenue Stamp Signed this day of 2018 Signature of shareholder Signature of Proxy holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting. 13

14 ATTENDANCE SLIP Shareholders attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting hall. I hereby record my presence at the Third Annual General Meeting of the Company at Board Room, 18 th Floor, One Indiabulls Centre, Tower-1, Jupiter Mill Compound, 841, S.B. Marg, Elphinstone Road, Mumbai Full Name of the Shareholder: Folio No. DP ID* Client ID* *Applicable for members holding shares in electronic format Shareholder s/ Proxy s name in Block Letters s/ Proxy s Signature Note: Shareholder/Proxy holder desiring to attend the meeting should bring his copy of the Annual Report for reference at the meeting. 14

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