NOTICE ORDINARY BUSINESS:

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NOTICE

NOTICE is hereby given that the 5th (Fifth) Annual General Meeting of the Members of Aditya

Birla Health Insurance Co. Limited will be held on Thursday, July 23, 2020 at 1.30 p.m. through Video Conference (VC) (through Microsoft Teams)/ Other Audio Visual Means (OAVM). The venue of the Meeting shall be deemed to be the Registered Office of the Company i.e. 9th Floor, One Indiabulls Centre, Tower-1, Jupiter Mill Compound, S.B. Marg, Elphinstone Road, Mumbai 400 013.

Pursuant to General Circular Nos.14/2020, 17/2020 and 20/2020 dated 8th April 2020, 13th April 2020 and 5th May 2020, respectively, issued by the Ministry of Corporate Affairs (“MCA Circulars”), AGM can be conducted via Video Conferencing (VC) (through Microsoft Teams)/ Other Audio Visual (OAVM). Hence, Members can attend and participate in the ensuing Annual General Meeting through VC/OAVM, which may not require physical presence of the Members at the common venue. The Notice of AGM including the Audited Financial Statements for the financial year 2019-20 have been sent in electronic mode to Members on their e-mail IDs registered with the Company.

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, 2020 and the Balance Sheet as at that date, together with the Reports of the Board, Management and Joint Statutory Auditors thereon.

2. To appoint a Director in place of Mr. Risto Sakari Ketola (DIN: 07980685), who retires from office by rotation and being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Mr. Sushil Agarwal (DIN: 00060017), who retires from office by rotation and being eligible, offers himself for re-appointment.

4. To appoint Mr. Johannes Hendrik Viljoen, (DIN: 08588761) as a Non-Executive Director of the Company 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 Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and applicable rules thereunder (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof, for the time being in force) and Articles of Association of the Company, basis recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Dr. Johannes Hendrik Viljoen (DIN: 08588761), who holds office upto the date of this Annual General Meeting and who qualifies for being appointed as a Non-Executive Director and in respect of whom the Company has received a notice in writing under Section 160 of the

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Aditya Birla Health Insurance Co. Limited Registered Officer Address:

Companies Act, 2013 proposing his candidature for the office of Director, be appointed as the Non-Executive Director of the Company, whose office shall be liable to retire by rotation.”

By order of the Board forAditya Birla Health Insurance Co. Limited

Mahesh Kumar Radhakrishnan Company Secretary Date: July 1, 2020

Place: Mumbai

Mahesh Kumar

Radhakrishnan

Digitally signed by Mahesh Kumar Radhakrishnan

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NOTES:

1.

Items 2 and 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.

2.

An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to Item No. 2 to 4 including the details of the Director seeking appointment/ reappointment is annexed hereto and forms part of Notice.

3.

Bodies corporate can be represented at the meeting by such person(s) as are authorised. The scan copy relevant Board Resolution/ Authority letter etc. as required under section 113 of the Companies Act, 2013, authorising such person(s) to attend the meeting should be sent to the Company Secretary at ABHICL.Secretarial@adityabirlacapital.com, prior to the meeting.

4.

Members who have not registered their email addresses so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, and Circulars etc. from the Company electronically. Members are requested to intimate change in email address to the Company Secretary at ABHICL.Secretarial@adityabirlacapital.com.

5. In view of the outbreak of the COVID-19 pandemic, social distancing is a norm to be

followed with restrictions on movement of persons at several places in the Country,

the VC/ OAVM facility being provided to the Members of the Company, the facility to appoint proxy to attend and cast vote for the Members is not available for this Annual General Meeting.

6.

In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the Annual General Meeting has been uploaded on the website of the Company at

www.adityabirlahealth.com/healthinsurance.

7.

All documents referred to in the Notice will be available for inspection in electronic form on the day of the meeting.

8.

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 in electronic form on the day of the meeting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE ANNUAL GENERAL MEETING THROUGH VC/OAVM ARE AS FOLLOWS:

9.

The Members are requested to adhere to the following General Guidelines during the Meeting in order to ensure smooth virtual meeting:

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Aditya Birla Health Insurance Co. Limited Registered Officer Address:

 The Members requested to access the link (MS Teams Link) sent to their respective email ids to join the meeting.

 Members/ invites are requested to join the Meeting at least 15 minutes in advance via MS Teams meeting invite, through their respective Laptops for better experience, from their home/ office location.

 Please download the Microsoft Teams App and test the link in advance before the start of the meeting.

 Please ensure the Wi-Fi/Dongle/Hotspot/Router/ LAN etc. is up and running with good speed during the whole duration of the Meeting.

 In case of any loss of signal/drop out due to any technical glitch please re-join and confirm your presence at the earliest.

 No person other than the invited participants should have access to this e-meeting.

 At the start of the Meeting, Members are required to keep video on so that the Company Secretary can complete the roll call.

 The Company Secretary will undertake roll call to seek a confirmation on the presence of all the Members/ Invitees/ Directors

 The entire Meeting proceedings will be recorded.

 The Company Secretary/ Organiser shall keep all the participants on mute by default at the start of the meeting and the respective participants/ Members can unmute themselves at the time of speaking.

 Every participant shall identify himself/ herself at the time of making speaking on any query.  To ensure smooth and orderly flow of the meeting, it is recommended that all questions/comments may be raised after the completion of presentation particular agenda item.

 In case poll is demanded for voting, the Members are requested to send their vote on email address at ABHICL.Secretarial@adityabirlacapital.com.

If Member/ invitee need any assistance during the meeting he/ she can reach out to Organizer and team members as details given below: (Help line Numbers)

Mr. Mahesh Kumar Radhakrishnan

Company Secretary & Organizer

+91 9820171281

Ms. Bhavita Nandu ABHI Secretarial Team Member

+91 9967554493

Mr. Pradeep Jadhav Dedicated IT Support Team Member

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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. Risto Sakari Ketola

Name Mr. Risto Sakari Ketola – Non-Executive Director (DIN 07980685) Qualification FIA, ASSA, CFA, BSC Economics, BSC Stats

Date of Birth/ Age January 22, 1975/ 45 years Date of First

Appointment on Board

November 3, 2017

Brief Details Mr. Risto Ketola is Group Chief Financial Officer at MMI Holdings and is mainly responsible for all statutory reporting expected as a regulated entity listed on the Johannesburg Stock Exchange and also oversees the balance sheet management function and capital management activities of the group.

His specialization includes Insurance Analysis, Equity Research, Strategic Consultancy, Derivatives, Asset-liability Modelling Actuary, Investor Relations and Business Performance Management. Before associating with MMI Holdings, he has worked with Deutsche Bank and Standard Bank.

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Aditya Birla Health Insurance Co. Limited Registered Officer Address:

Status of other Directorship as on March 31, 2020

Names of the Companies / Bodies Corporate / Firms / Association of Individuals

Nature of Interest or Concern / Change in Interest or Concern*

Momentum Multiply (Pty) Limited Director Momentum Metropolitan Holdings Namibia

Limited

Director 129 Rivonia Road (Pty) Limited Director

Momentum Metropolitan

Momentum Metropolitan Holdings Limited Director Metropolitan Life Limited Director

Guardrisk Insurance

Guardrisk Life Limited Director

Momentum Structured Insurance Limited Director Momentum Alternative Insurance Limited Director Momentum Ability Limited Director Metropolitan International Support Pty Ltd Director Metropolitan International Holdings Pty Ltd Director Status of Membership/

Chairmanship of other companies Committees as on March 31, 2020

Nil

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 Members as an Ordinary Resolution

as set out in the item no. 2 of the notice for the appointment of Mr. Risto Sakari Ketola as a Director, liable to retire by rotation.

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.

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Item No. 3: Appointment of Mr. Sushil Agarwal

Name Mr. Sushil Agarwal – Non-Executive Director (DIN 00060017) Qualification M. Com and Chartered Accountant

Date of Birth/ Age June 13, 1963/ 56 years Date of First

Appointment on Board

April 22, 2015

Brief Details Mr. Sushil Agarwal, Non-executive Director, 56, is a Qualified Chartered Accountant and holds a Master's degree in Commerce. He is currently the Group Chief Financial Officer for the Aditya Birla Group and also the Whole Time Director & CFO of Grasim Industries Limited. He is also a member of the Business Review Council, which is an institutionalized mechanism for bringing in wider managerial perspectives and leadership experiences, into reviewing the development, growth and operations of the Group’s businesses. He has been with the Aditya Birla Group since the beginning of his career in 1989 and has a distinction of working closely with the former Chairman Late Mr. Aditya Vikram Birla and current Chairman Mr. Kumar Mangalam Birla. He has worked with several businesses of the Aditya Birla Group and has richly contributed in many Restructurings, Mergers and Acquisitions initiatives of the Aditya Birla Group with his widely acknowledged financial acumen and analytical skills. He is on the board of several companies and is widely networked. He is familiar with operations in most states in India and several countries abroad through his experience of about 30 years.

In September 2018, he was awarded as the India’s Greatest CFO in the 3rd edition of ‘Asia One’ India’s Greatest Brands and Leaders Awards 2017-18. In recognition of his stellar contribution, he was awarded as ‘Business Leader Corporate CFO’ at the 11th ICAI Awards 2017. He was also awarded as the ‘Asia’s Best CFO’ in the category ‘Best CFO (Mergers and Acquisitions)’ at the Golden Globe Tigers Award held in Kuala Lumpur in April 2018. He was honored with the ‘Exceptional Contributor Award’ in 2000 and ‘Outstanding Leadership Award’ in 2014 by the Chairman of Aditya Birla Group. He was named among India’s best CFOs by Business Today in the category ‘Enhancing Competitiveness through M&A’ in 2013. He has been consistently recognized for excellence by ‘CFO 100’ under the category ‘Winning Edge in Mergers

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Aditya Birla Health Insurance Co. Limited Registered Officer Address:

Acquisitions and Corporate Finance’ in 2014, 2015, 2016 and 2017 and under the category ‘Winning Edge in Strategy’ in 2011.

Status of other Directorship as on March 31, 2020

Names of the Companies / Bodies Corporate / Firms / Association of Individuals

Nature of Interest or Concern / Change in Interest or Concern*

Aditya Birla Capital Limited Director/ Member Aditya Birla Fashion and Retail Limited Director/ Member Aditya Birla Online Fashion Private Limited Director

Aditya Birla Wellness Private Limited Director

Aditya Birla Management Corporation Private Limited Director/ Employee Applause Entertainment Private Limited Director/ Member Applause Entertainment AP Private Limited Member

Azure Jouel Private Limited Director

B. G. H. Properties Private Limited Director/ Member Birla TMT Holdings Private Limited Director/ Member Finesse International Design Private Limited Director

Grasim Premium Fabric Private Limited Director

IGH Holdings Private Limited Director

lnfocyber India Private Limited Director/ Member Living Media India Limited Nominee Director Naman Finance and Investment Private Limited Director

AV Group NB INC. Director

Birla Jingwei Fibres Company Limited Director lndigold Carbon (Mauritius) Limited, Mauritius Director lndigold Carbon Cooperatief U.A., Netherlands Director lndigold Carbon USA Inc, Delaware Director

Siddhipriya Enterprises LLP Designated Partner

Status of Membership/ Chairmanship of other companies Committees as on March 31, 2020 Name of Committee

(Audit/ CSR/ Stakeholders’ Grievance/ Nomination & Remuneration/ ESOP)

Member / Chairman

Aditya Birla Fashion And Retail Limited

Nomination and Remuneration Committee Member

Audit Committee Member

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Stakeholder Relationship Committee Member Corporate Social Responsibility Committee Member

Aditya Birla Capital Limited

Audit Committee Member

Nomination, Remuneration and Compensation Committee Member

Stakeholder Relationship Committee Member

Asset-Liability Committee Member

IGH Holdings Private Limited

(A wholly owned subsidiary of a public company)

Audit Committee Member

Nomination and Remuneration Committee Member Corporate Social Responsibility Committee Member

Grasim Premium Fabric Private Limited

(A wholly owned subsidiary of a Grasim industries Limited)

Corporate Social Responsibility Committee Member The Company has received a declaration from Mr. Sushil Agarwal 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 Members as an Ordinary Resolution

as set out in the item no. 3 of the notice for the appointment of Mr. Sushil Agarwal as a Director, liable to retire by rotation.

Except Mr. Sushil Agarwal, 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.

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Aditya Birla Health Insurance Co. Limited Registered Officer Address:

Item No. 4: Appointment of Dr. Johannes Hendrik Viljoen, (DIN: 08588761) as Non-Executive Director on the Board of the Company.

Dr. Johannes Hendrik Viljoen, (DIN: 08588761) a nominee of Momentum Metropolitan Strategic Investments (Pty) Limited (Formerly known as MMI Strategic Investments (Pty) Limited), who was appointed as an Additional (Non-Executive) Director of the Company with effect from October 22, 2019, as per the provisions of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director.

The Company has also received a declaration from Dr. Johannes Hendrik Viljoen 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 Non-Executive Director of the Company.

The Company has also received his consent to act as the Director as prescribed in Form DIR-2 under section 152 (5) and Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

In the opinion of the Nomination and Remuneration Committee and the Board of Directors of the Company, Dr. Johannes Hendrik Viljoen fulfils the conditions for his appointment as Non-Executive Director as specified in the Companies Act, 2013.

The brief profile of Mr. Johannes Hendrik Viljoen (DIN: 08588761) is as follows:

Dr. Johannes Viljoen is accountable for competitive and sustainably growing full value chain Health business for MMI group. He also participated in MMI Merger for Momentum branded portion of business. He has over three decades of expertise in the field of Com petitive Health Offering, Health Care Risk, Managed Care, Value Chain including Solution Design, Hospital Networking, Hospital Risk Management, Business Intelligence and Finance. He holds BChD, MChD (Public Health Care), DHA (Health Administration), Pretoria and MBL, Unisa.

Pursuant to Section 161 of the Companies Act, 2013, the Members are requested to kindly consider and approve the appointment of Dr. Johannes Hendrik Viljoen (DIN: 08588761), as Non-Executive Director on the Board of the Company.

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The Board recommends the Resolution for approval of the Members as an Ordinary Resolution

as set out in the item no. 4 of the notice for the appointment of Dr. Johannes Hendrik Viljoen as a Non-Executive Director.

Except Dr. Johannes Hendrik Viljoen, 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.

By order of the Board for Aditya Birla Health Insurance Co. Limited

Mahesh Kumar Radhakrishnan Company Secretary Date: July 1, 2020

Place: Mumbai

Mahesh Kumar

Radhakrishnan

Digitally signed by Mahesh Kumar Radhakrishnan Date: 2020.07.01 17:39:07 +05'30'

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