NOURISHCO BEVERAGES LIMITED Registered Office: Floor 3B, Building No. 9A, DLF Cyber City, DLF Phase-III, Gurgaon-122 002 CIN: U15500HR2010PLC041616, E-mail ID: contact.us@nourishco.com, Tel: +91 124 2880600 Website: nourishco.com ``````````````````````````````````````````````````````````````````````````````````````````````````````````````````````````````````````` NOTICE OF 5 TH ANNUAL GENERAL MEETING NOTICE is hereby given that the 5 th Annual General Meeting of the Members of the NourishCo Beverages Limited will be held on Tuesday 28 th June, 2016 at 11:00 A.M. at 5 th Floor, 3B, DLF Corporate Park, S, Block, Qutab Enclave, Phase-III, Gurgaon 122 002 to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the standalone Financial Statements of the Company for the Financial year ended 31 st March, 2016 and the Report of the Board of Directors and Auditors thereupon. 2. To appoint director in place of Mr Lakshmanan Krishnan Kumar (DIN:00423616) who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint director in place of Mr ShivaKumar Pullaya Dega (DIN: 00364444) who retires by rotation and being eligible, offers himself for re-appointment. 4. To ratify the appointment of Auditors of the Company and to fix their remuneration and in this regard to pass with or without modification the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors ) Rule 2014 including any statutory modification(s) or re-enactment thereof for the time being in force, ) M/s. Price Waterhouse & Co., Chartered Accountants (Firm Registration No.050032S)who were appointed as Statutory Auditors of the Company at 3 rd Annual General Meeting to hold office up to the conclusion of the 8 th Annual General Meeting and have confirmed their eligibility to be appointed as Auditors in terms of provisions of Section 141 of the Act and the relevant Rules, and have offered themselves for the re-appointment, as Statutory Auditors of the Company from the conclusion of this Annual General Meeting, until the conclusion of next Annual General Meeting, be and is hereby ratified and confirmed at such remuneration plus service tax, out-of-pocket, travelling expenses, etc., as may be mutually agreed between the Board of Directors and the Auditors. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.
SPECIAL BUSINESS: 5. TO RE-APPOINT MR. MR. DARIUS DINSHAW PANDOLE AS AN INDEPENDENT DIRECTOR FOR ANOTHER PERIOD OF FIVE (5) YEARS To consider, and thought fit, to pass with or without modification, the following Resolution as a SPECIAL RESOLUTION: RESOLVED THAT pursuant to the provisions of Sections 149(10), 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made there under, as amended from time to time, read with Schedule IV to the Act, Mr. Darius Dinshaw Pandole (DIN:00727320), a Non-Executive Director who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and is eligible for reappointment as Independent Director and in respect of whom, company has received a notice from a member proposing his candidature for the office of Independent Director be and is hereby re-appointed as an Independent Director not liable to retire by rotation on the board of the Company to hold office for another term of 5 consecutive years commencing from 1 st Day of April, 2016. 6. TO RE-APPOINT MR. MRS. CHITRA RAJIV TALWAR AS AN INDEPENDENT DIRECTOR- WOMAN FOR ANOTHER PERIOD OF FIVE (5) YEARS To consider, and thought fit, to pass with or without modification, the following Resolution as a SPECIAL RESOLUTION: RESOLVED THAT pursuant to the provisions of Sections 149(10), 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made there under, as amended from time to time, read with Schedule IV to the Act, Mrs. Chitra Rajiv Talwar (DIN: 07156318), a Non-Executive Directorwho has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and is eligible for reappointment as Independent Director and in respect of whom, Company has received a notice from a member proposing his candidature for the office of Independent Director be and is hereby re-appointed as an Independent Director- woman not liable to retire by rotation on the board of the Company to hold office for another term of 5 consecutive years commencing from 20 th May, 2016. 7. TO RECTIFY THE REMUNERATION MR. HARSH KUMAR, MANGING DIRECTOR FOR THE FINANCIAL YEAR ENDED 31.03.2014, 31.03.2015 AND 31.03.2016 To consider, and thought fit, to pass with or without modification, the following Resolution as a SPECIAL RESOLUTION: RESOLVED THAT pursuant to the provisions of Sections 197 of the Companies Act 2013 and other applicable provisions of the Companies Act, 2013, read with Section II of part II of Schedule V of the Act, including any amendment and re-enactment thereof and Rule 7 (2) of the Companies (Appointment and Managerial) Personnel Rules, 2014 read with the erstwhile relevant provisions of the Companies Act, 1956,consent of the members of the Company be and is hereby accorded for ratification of the Managerial Remuneration as paid
to Mr Harsh Kumar, in the capacity of Managing Director of the Company during the period 01.03.2014 to 31.03.2016. 8. TO APPROVE THE REVISED REMUNERATION OF MR. HARSH KUMAR, MANGING DIRECTOR FOR THE FINANCIAL YEAR 2016-2017. To consider, and thought fit, to pass with or without modification, the following Resolution as a SPECIAL RESOLUTION: RESOLVED THATpursuant to the provisions of Sections 197 of the Companies Act 2013 and other applicable provisions of the Companies Act, 2013, read with Section II of part II of Schedule V of the Act, including any amendment and re-enactment thereof and Rule 7 (2) of the Companies (Appointment and Managerial) Personnel Rules, 2014, consent of the members of the Company be and is hereby accorded to pay the revised remuneration to Mr Harsh Kumar, Managing Director & CEO of the Company w.e.f 1st Day of April, 2016 on the terms and conditions including remuneration as mentioned below: SALARY & PERQUISITES (Rs.): Revised w.e.f 1 st April 2016 Basic Salary 65,08,900/- HRA 10,20,000/- Flexible Allowance 4,54,605/- Car Allowance 5,06,000/- Conveyance Allowance 1,50,000/- Superannuation 6,04,398/- PF 5,57,906/- Gratuity 3,13,078/- Bonus 32,54,450/- Total Compensation 1,33,69,337/- Other benefits like, Leave etc. as applicable to the employees of the Company. He will not be entitled to receive any sitting fee for attending meetings of the Board of Directors or any meeting of the Committee thereof. Place: Gurgaon Date: 20th May 2016 Registered Office: 3rd Floor, Building No. 9A, DLF Cyber City DLF Phase-III, Gurgaon, Haryana-122 002 By Order of the Board For NOURISHCO BEVERAGES LIMITED sd/ Pawan Kumar Thakur Company Secretary
NOTE : 1. The relative Explanatory Statement pursuant to section 102 of the Companies Act, 2013 (the Act ) in respect of the special business is annexed hereto. 2. A Member entitled to attend and vote at the Annual General Meeting (AGM) 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, in order to be effective, must be deposited at the Company s Registered Office, duly completed and signed, not less than FORTY- EIGHT HOURS before the meeting. Proxies submitted on behalf of limited companies, must be supported by appropriate resolutions/authority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. 3. A corporate member intending to send its authorised representatives to attend the Meeting in terms of section 113 of the Companies Act, 2013 is requested to send to the company a certified copy of the Board Resolution authorising such representatives to attend and vote on its behalf at the Meeting. 4. Members /proxies/authorised representatives are requested to bring the attendance slips duly filled in for attending the Meeting. Members who hold shares in dematerialised form are requested to write their client ID and DP ID number and those who hold shares in physical form are requested to write their Folio number in the attendance slip for attending the meeting. 5. Any query relating to financial statements must be sent to the Company s Registered Office at least 7 days before the date of meeting. 6. During the period beginning 24 hours before the before the time fixed for the commencement of meeting and ending with the conclusion of the Meeting, a Member would be entitled to inspect the proxies lodged at any time during the business hours of the Company. All documents referred to in the Notice and accompanying explanatory statement are open for inspection at the Registered Office of the Company on all working days of the Company between 11:00 A.M. and 1:00 A.M. up to the date of the Annual General Meeting and at the venue of the Meeting for the duration of the meeting. 7. The route map facilitating members to reach the venue of the meeting is separately enclosed.
EXPLANATORY STATEMENT As required by Section 102 of the Companies Act, 2013, the following explanatory Statements sets out all material facts relating to the business mentioned under: ITEM NO. 5 OF THE ACCOMPANYING NOTICE DATED 20 TH MAY 2016 Mr. Darius DinshawPandole, is a Non-Executive Director of the Company. Mr. Pandole was appointed, as Independent Director for the first time w.e.f 31 st March, 2015 for a period of one year. His existing terms of appointment expired on 30 th March 2016, now it is proposed to reappoint him as an Independent Director for another period of 5 (Five Years) w.e.f 1 st Day of April, 2016. He is serving on the board of various companies. The Company has received from Mr. Pandole (i) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164(2) of the Companies Act, 2013, and (ii) a declaration to the effect that he meets the criteria of independence as provided in Section149(6) of the Companies Act, 2013. In the opinion of the Board, Mr. Pandole, fulfils the conditions specified in the Companies Act, 2013 and rules made there under for his re-appointment as an Independent Directorof the Company and is independent of the management.the Board considers that he is a person of integrity and possess relevant experience and expertise and that his continued association would be of immense benefit to the Company and recommend his re-appointment as an Independent Director of the Company. The Board considers that he is a person of integrity and possess relevant experience and expertise and that his continued association would be of immense benefit to the Company and recommend his appointment as an Independent Director of the Company. Copy of the draft letter for re-appointment of Mr. Pandole as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the Members at the Registered Office of the Company on all working days, except Saturdays, Sundays and public holidays, between 11.00 a.m. and 1.00 p.m. up to the date of the AGM. The Directors, therefore, recommend the Resolution to be passed as a Special Resolution by the Members. Except Mr. Pandole, none of the other Directors or Key Managerial Personnel (KMPs) of the Company either directly or through their relatives are, in any way, concerned or interested, whether financially or otherwise, in the proposed Resolution. ITEM NO. 6 OF THE ACCOMPANYING NOTICE DATED 20 TH MAY 2016 Mrs. Chitra Rajiv Talwar is a Non-Executive Director of the Company. Mrs. Talwar was appointed, as Independent Director-woman for the first time w.e.f 20th May, 2015 for a period of one year. Her existing terms of appointment expired on 19 th May, 2016 now it is proposed to reappoint her as an Independent Director for another period of 5 (Five Years) w.e.f20 th May 2016.The Company has received from Mrs Talwar (i) intimation in Form DIR-8 in terms of Companies
(Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164(2) of the Companies Act, 2013, and (ii) a declaration to the effect that he meets the criteria of independence as provided in Section149(6) of the Companies Act, 2013. In the opinion of the Board, Mrs.Talwar, fulfils the conditions specified in the Companies Act, 2013 and rules made there under for her re-appointment as an Independent Directorof the Company and is independent of the management.the Board considers that she is a person of integrity and possess relevant experience and expertise and that her continued association would be of immense benefit to the Company and recommend her re-appointment as an Independent Director-woman of the Company. The Board considers that she is a person of integrity and possess relevant experience and expertise and that his continued association would be of immense benefit to the Company and recommend her appointment as an Independent Director-woman of the Company. Copy of the draft letter for re-appointment of Mrs. Talwar as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the Members at the Registered Office of the Company on all working days, except Saturdays, Sundays and public holidays, between 11.00 a.m. and 1.00 p.m. up to the date of the AGM. The Directors, therefore, recommend the Resolution to be passed as a Special Resolution by the Members. Except Mrs. Talwar, none of the other Directors or Key Managerial Personnel (KMPs) of the Company either directly or through their relatives are, in any way, concerned or interested, whether financially or otherwise, in the proposed Resolution. ITEM NO. 7 OF THE ACCOMPANYING NOTICE DATED 20 TH MAY 2016 Mr. Harsh Kumar was appointed as Managing Director of the Company w.e.f 01.03.2014 pursuant to Section 269 read with Schedule XIII as attached to and other applicable provisions of the Companies Act, 1956 and the same was approved by the shareholders of the Company at their 3 rd Annual General Meeting held on 17 th September, 2014 Further, due to oversightens the earlier resolution was taken as an ordinary and not the special. However, the said resolution was passed unanimously. Mr Harsh Kumar is BA (Economic Honors)MBA graduate and has been associated with the PepsiCo for over 14 years in various general management sales and marketing roles across beverages and food business. Mr Harsh Kumar was also recognised by PepsiCo at India and global level for his demonstrated exemplary business and leadership role. As per Rule 7(2) of the Companies (Appointment and Remuneration of Managerial personnel) Rule, 2014 Companies other than listed companies may without the Central government approval pay remuneration to its managerial personnel, in the event of no profit or inadequate profit beyond the ceiling specified in Section II, Part II of schedule, subject to complying with the certain conditions. Considering the vast experience, knowledge and expertise of Mr Harsh Kumar, and contribution of Mr Harsh Kumar in the growth of the Company, your directors recommend
for the ratification of Managerial remuneration of Mr Harsh Kumar, Managing Director as paid to him as follows : Managerial remuneration of Rs. 10,954 thousand paid for the year ended on March 31, 2016 (w.e.f 01.04.2015 to 31.03.2016) and Rs 10,307 thousand paid for the year ended March 31, 2015 (w.e.f 01.04.2014 to 31.03.2015). Managerial Remuneration of Rs.854 thousand paid for the year ended March 31, 2014 (w.e.f 01.03.2014 to 31.03.2014) exceeded the permissible limit as prescribed under Schedule XIII of the Companies Act, 1956. The Directors, therefore, recommend the Resolution to be passed as a Special Resolution by the Memberspursuant Rule 7(2) of the Companies (Appointment of Managerial) Personnel Rules.2014 and other applicable provisions of the Companies Act, 2013, if any. Except Mr. Harsh Kumar, none of the other Directors or Key Managerial Personnel (KMPs) of the Company either directly or through their relatives are, in any way, concerned or interested, whether financially or otherwise, in the proposed Resolution. ITEM NO. 8 OF THE ACCOMPANYING NOTICE DATED 20 TH MAY 2016 Considering the vast experience, knowledge, expertise and contribution of Mr Harsh Kumar in the growth of the Company, Board of Directors of the Company at the recommendation of Audit Committee revised the remuneration of Mr Harsh Kumar, Managing director for the Financial Year 2016-17 w.e.f 01.04.2016 as mentioned in the Agenda item No. 8 of the accompanying notice. The revised managerial remuneration of Rs. 1,33,69,337/- for the Financial year 2016-17 have been exceeded the permissible limit as prescribed under Schedule V of the Companies Act 2013. The Directors, therefore, recommend the Resolution to be passed as a Special Resolution by the Members pursuant Rule 7(2) of the Companies (Appointment and Managerial) Personnel Rules. Except Mr. Harsh Kumar, none of the other Directors or Key Managerial Personnel (KMPs) of the Company either directly or through their relatives are, in any way, concerned or interested, whether financially or otherwise, in the proposed Resolution. Place: Gurgaon LIMITED Date: 20th May 2016 Registered Office: 3rd Floor, Building No. 9A, DLF Cyber City DLF Phase-III, Gurgaon, Haryana-122 002 By Order of the Board For NOURISHCO BEVERAGES Sd/ Pawan Kumar Thakur Company secretary
ATTENDANCE SLIP NOURISHCO BEVERAGES LIMITED Registered Office: Floor 3B, Building No. 9A, DLF Cyber City, DLF Phase-III, Gurgaon-122 002 CIN: U15500HR2010PLC041616, E-mail ID: contact.us@nourishco.com, Tel: +91 124 2880600 Website: nourishco.com.. (Meeting Number)..(Date) Folio No./DP ID Client ID No. Name of First named Member/Proxy/Authorised Representative Name of Joint Member(s), if any No. of Shares held I/We certify that I/We am/are member(s)/proxy for the member(s) of the Company. I/We hereby record my/our presence at the (Meeting number) Annual General Meeting of the Company being held on (Day & Date) at.(time) at...(venue address)... Signature of First holder/proxy/authorised Representative Signature of 1 st Joint Holder Signature of 2 nd Joint Holder Note(s): 1.Please sign this attendance slip and hand it over at the Attendance Verification Counter at the MEETING VENUE. 2.Only shareholders of the Company and/or their Proxy will be allowed to attend the Meeting.
NOURISHCO BEVERAGES LIMITED Registered Office: Floor 3B, Building No. 9A, DLF Cyber City, DLF Phase-III, Gurgaon-122 002 CIN: U15500HR2010PLC041616, E-mail ID: contact.us@nourishco.com, Tel: +91 124 2880600 Website: nourishco.com ````````````````````````````````````````````````````````````````````````````````````````````````````````````````````````````````` PROXY FORM (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----------------------------------------------------------------------------------------- Email ID------------------------------------------- Folio No. /DP ID and Client ID------------------------------------------------------------------------------- I/we, being the member(s) of ---------------------------------------------------------shares of Jaguar Overseas Limited, hereby appoint: 1. Name----------------------------------------E-mail Id-------------------------------------------- Address:-------------------------------------------------------------------------------------------------- Signature--------------------------------------------or falling him/her 2. Name----------------------------------------E-mail Id-------------------------------------------- Address:-------------------------------------------------------------------------------------------------- Signature--------------------------------------------or falling him/her 3. Name----------------------------------------E-mail Id-------------------------------------------- Address:-------------------------------------------------------------------------------------------------- Signature--------------------------------------------or falling him/her As my/our proxy to attend and vote (on a poll) for me/us and on my /our behalf at the 5 th Annual General Meeting of the Company, to be held on Tuesday 28 th June 2016 at 5 th Floor, 3B, DLF Corporate Park, S, Block, Qutab Enclave, Phase-III, Gurgaon 122 002 or at the at any adjournment thereof, in respect of such resolution as are indicated below:
I/we wish my /our above proxy (ies) to vote in the matter as indicated in the box below:- SL. Resolution For Against No. 1 TO RECEIVE, CONSIDER AND ADOPT THE STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 ST MARCH, 2016 AND THE REPORT OF THE BOARD OF DIRECTORS AND AUDITORS 2 TO APPOINT DIRECTOR IN PLACE OF MR LAKSHMANAN KRISHNAN KUMAR (DIN: 00423616) WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT. 3 TO APPOINT DIRECTOR IN PLACE OF MR SHIVAKUMAR PULLAYA DEGA (DIN: : 00364444 ) WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 4 TO RATIFY THE APPOINTMENT OF AUDITORS OF THE COMPANY AND TO FIX THEIR REMUNERATION : 5 TO RE-APPOINT MR. MR. DARIUS DINSHAW PANDOLE (DIN: 00727320) AS AN INDEPENDENT DIRECTOR FOR ANOTHER PERIOD OF FIVE (5) YEARS 6 TO RE-APPOINT MR. MRS. CHITRA RAJIV TALWAR ( DIN: 07156318) AS AN INDEPENDENT DIRECTOR-WOMAN FOR ANOTHER PERIOD OF FIVE (5) YEARS 7 TO RECTIFY THE REMUNERATION MR. HARSH KUMAR, MANGING DIRECTOR FOR THE FINANCIAL YEAR ENDED 31.03.2014, 31.03.2015 AND 31.03.2016 8 TO APPROVE THE REVISED REMUNERATION OF MR. HARSH KUMAR, MANGING DIRECTOR FOR THE FINANCIAL YEAR 2016-2017 Signed this-------------day of-------------------2016 AFFIX a Revenue Stamp Signature of shareholders Signature of First Proxyholder Signature of second proxyholder signature of third proxyholder Please put ( ) in the appropriate column against the resolution indicator in the box. Alternatively, you may mention the no of shares in the appropriate column in respect of which you would like your proxy to vote. If you leave all the column blank against any or all
the resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate. Note: (1) 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. (2) Proxy need not be a member of the Company. (3) A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. (4) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes. (5) In case of Join holders, the signature of any holder will be sufficient, but names of all the joint holders should be stated. (6) In case the member appointing proxy is a body corporate, the proxy form should be signed under its seal or be signed by an officer or an attorney duly authorised by it and an authenticated copy of such authorisation should be attached to the proxy form.