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    HEROHONDA_NOTICE_2009_2010

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    12 views7 pages

    Herohonda Notice 2009 2010

    Uploaded by

    Siddharth

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    of 7
    NOTICE NOTICE is hereby given that the 27° ANNUAL GENERAL ‘MEETING of the Members of HERO HONDA MOTORS LIMITED willbe held on Monday, September 20, 2010 at 10:30 AM, at Sti Sathya Sai International Centre, Pragati Vihar, Lodhi Road, ‘New Delhi 110003,totransactthefollowingbusiness: ‘ORDINARY BUSINESS 1. Toreceive, consider and adopt the Audited Balance Sheet of the Company as at March 31, 2010 and the Profit and Loss Account for the year ended on that date, together with thereports ofthe Directorsand Auditorsthereon. 2. Toconfirm the Interim Silver Jubilee Special Dividend of Rs. 80 per Equity Share on 19,96,87,500 Equity Shares of Rs. each and to declare a Final Dividend of Rs. 30 per Equity Share on 19,96,87,500 Equity Shares of Rs. 2 each forthe financialyear2009-10. 3. To appoint a Director in place of Mr. Anal Singh, who retires by rotation and being eligible, offers himself for re-appointment. A, To appoint a Director in place of Dr, Pritam Singh, who retires by rotation and being eligible, offers himself for re-appointment. 5. To appoint a Director in place of Mr. Sumihisa Fukuda, who retires by rotation and being eligible, offers himself forre-appointment. 6. Toappointa Directorin place of Mr. M. Damodaran, who retires by rotation and being eligible, offers himself for re-appointment. 7. To appoint M/s. AF. Ferguson & Co, Chartered Accountants, New Delhi, the retiring auditors, as the ‘Auditors of the Company from the conclusion of this ‘meeting until the conclusion of the next Annual General ‘Meeting and fixtheirremunetation. ‘SPECIAL BUSINESS To consider, and if thought fit, to pass, with or without modification(s), the following resolutions as Ordinary Resolutions: 8, APPOINTMENT OF MR, RAVI NATH AS DIRECTOR OF THE ‘COMPANY "RESOLVED THAT Mr. RaviNath, whowasappointedasan Additional Director of the Company by the Board of Directors, n terms of Section 260 of the Companies Act, 1956 ("the Act) weef, October 14,2009 andi respect of whom the Company has received a notice together with a deposit of Rs, 500 (Rupees five hundred) as required under Section 257 of the Act, be andis hereby appointed as.aDirector of the Company and the period of his office shall be liable to determination by retirement of Directors by rotation * TWO WHEELS OF GROWTH 9. APPOINTMENT OF DR. ANAND C. BURMAN AS DIRECTOR OF THECOMPANY "RESOLVED THAT Dr. Anand C. Burman, who was appointed as an Additional Director of the Company by the Board of Directors, in terms of Section 260 of the Companies Act, 1956 ("the Act") wef, January 13, 2010 and in respect of whom the Company has recelved a notice together with a deposit of Rs. 500 (Rupees five hundred) as required under ection 257 of the Act, beand Ishereby appointed asa Director of the Company and the period of his office shall be liable to determination by retirementofDirectorsby rotation.” 10.APPOINTMENT OF MR, SUMAN KANT MUNJAL AS DIRECTOROF THECOMPANY “RESOLVED THAT Mr. Suman Kant Munjal, who was appointed as an Additional Dtector of the Company by the Board of Directors, in terms of Section 260 of the Companies Act, 1956('the Act") w.e.July29,2010andin respect of whom the Company has received a notice together with a deposit of Rs. 500 (Rupees five hundred) as required under Section 257 of the Act, be and is hereby appointed as a Director of the Company and the period of his office shall be lable to determination by retirement ofDirectorsby tation". To consider and if thought fit to pass with or without modification, the following resolution as a Special Resolution: 1. KEEPING OF REGISTER OF MEMBERS AND INDEX OF [MEMBERS ATAPLACEOTHERTHAN THEREGISTERED OFFICE "RESOLVED THAT pursuant to the provisions of Section 163 of the Companies Act, 1956, the Register of Members and Indexof Membersofthe Companyand coplesof certificates and documents required to be annexed thereto be kept at the Delhi office of M/s. Karvy Computershare Private Limited, the Registrar and Share Transfer Agents of the Company at 105-108 Arunachal Building, 19, Barakhamba Road,NewDelhi-1 10001." By Order of the Board for Hero Honda Motors Limited New Delhi LAM C.KAMBOS July 29,2010 Sr.G.M. Legal & Company Secretary Registered Office 34,Community Centre, Basant Lok, Vasant Vihar, New Delhi-110057 NOTES: 1. The Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, which sets out detalls relating to Speci Busnesstobe vansactedatthemetinglsannesed ereto, 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE (ON A POLL ONLY) INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS: BEFORETHE COMMENCEMENT OFTHE MEETING. 3. Pursuant to Section 154 of the Companies Act, 1956, the Register of Members and the Share Transfer Books of the Company will emain closed from Wednesday, September 1, 2010to Friday September3,2010 (both daysinclusive). 4. Pursuant to Clause 49 of the Listing Agreement, the brief tesume/profile of the Directors eligible for re-appointment VideltemNos.3 to Gareattachedhereto, 5. The final dividend as recommended by the Board of Directors, upon declaration by the members at the 27" Annual General Meeting, shall be paid to those members ‘whose names appear on the Register of Members of the ‘Company onFriday,September3,2010. Inrespect of shares held in electronic form, the dividend vil, be payable to the benefical owners of the shares as on. ‘losing hours ofbusinesson Tuesday, August31,2010asper ‘datalls furnished by National Securities Depository Limited (NSDI) and Cental Depository Services Limited (CDSI) "the Depositories*forthispurpose 6, Reserve Bank of India has, vide Its Circular no. RBI/2009- 10/109/0PSS (CO) EPPD No. 191/04.01.01/2009-10, dated July 29,2009, instructed the banks to move tothe National Etectroic Clearing Services (N-ECS) platform with effect, from October 1, 2009. In view of the aforesaid, the holders a raqucsted to oath mh 1 the Company or to the Share Transfer Agent, Karvy CComputershare Pvt, Ltd, their new bank account number allotted to them, after the Bank hasimplemented the Core Banking System (CBS), along with the name of the Bank, the Branch where the shareholder is operating the bank account, the 9 digit MICR Bank / Branch Code and the Account type alongwith thelr folio number and a photocopy of a cheque pertaining to their bank account Fespectivey, so that the future dividends can be credited tothelrbank account, vide the N-ECS platform. In case the shareholders are holding shares in demat form, they are requested to provide the abovementioned detais to thelr Depository Participant (DP). In tisregard, it may be noted that in case the shareholders have not provided the new account number, asallotted to them post implementation of CBS by the Bank, to the Company orto their DP, credit of future dividends to the shareholders’ account number, as povided by them pursuant to the ECS facilty, Is lable to berejectedby the banking system. 7. The Company Is obliged to print such bank detalls on the 10. nn dividend warrant(sJINECS advice as fumished by the Depositories tothe Company andthe Companys constiained otto entertalnanyrequestfordeletion/change ofbankdetalls already printedon the dvend warrant(s)INECS advice based ‘on the information received from the concemed Depostories, ‘without confirmation from them. in this regard, members are advised to contact their Depository Participant (OP) and furnish them thepartculasofany changedesied. Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, the amount of dividend which remains unpaid/unclalmed for a period of ? years s to be compulsorily transferred to the “investor Education and Protection Fund (IEPA), constituted by the Central Government. Consequent to such transfer, member(s) ‘would not be able to claim any amount of dividend so transferred to IEPF in accordance with the aforesaid provision. Member(s) who have not yet encashed hisfher/its dividend warrant(s) is/are requested, in hisfhev/its own Interest, to immediately write to the Registrar & Share Transfer Agent of the Company Le. M/s Karvy Computershare Private Limited for claiming their outstanding dividend declared by the Company for 2003-04 and onwards, The dividend for the aforesaid years Shall bepaid only on receipt of request and the satisfactory compliance of the requisite procedure, as prescribed by the Companyinthisregard. ‘The dividend paid forthe year from 1995 to 2002-03 and remaining unpaid/ unclaimed in the accounts has already beentransferredtolEPF. ‘Members must quote thelrFollo Number / De-mat Account No, and contact details such as email address, contact no. te in all correspondence with the Company/ Registrar and ShareTransfer Agent. {sper the Circular No. MRD/Dop/Cir-05/2009 dated May 20, 2009 issued by the Securities and Exchange Board of india (SE), tis mandatory to quote PAN for transfer/ transmission Of shares in physica form. Therefore, the ransferee(segal hreirs(s) are required to furnish a copy of thelr PAN to the Registrar&Share Transfer AgentoftheCompaty. Pursuant to the provisions of Section 109A of the Companies Act, 1956, every member or joint holders holding shares in physical form may nominate, in the prescribed manner, a person to whom al the ights in the shares shallvestin the eventof death of thesolehoiderorall the joint holders. Members or joint holders) holding shares In demat form may contact thelr respective DP for availing thisfacility. . Members are requested to notify immediately any Change Im Address and/or Signature in the prescribed form for thelt physical holdings to the Registrar & Share Transfer Agent of ‘the Company Le. M/s Karvy Computershare Private Limited ‘and to the respactive DP Incase of shares held in electronic mode. Please note that request for Change in Address ‘and/or Signature, ffoundincompleteinany respectshall be liabletobe rejected NOTES: TWO WHEELS OF GROWTH 13, Guidelines orattending the ensuing AnnualGeneral Meetingofthe Company: ‘2. Entry to the Auditorium will be strictly against entry coupon available at the counters at the venue and against the exchange of duly filed in and signed and validattendancesii, bb. Any briefcase / bag / eatables isnot allowed inside the ‘Auditorium. «. Corporate Members intending to send thelr authorized representative(s)toattend the Meeting are requested to furnish a certified copy of Board Resolution authorizing such representative to attend and vote on their behalf at theMecting.

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