NOTICE - hul annual report 2014-15
Contents
1. Overview Reports Financial Statements Shareholder Information E Re Ge Hindustan Uas Umited Registered Office Unilever House B D Sawant Marg Chakala Andheri East Mumbai 400 099 CIN L15140MH1933PLC002030 Web www hul co in Email levercare shareholder adunilever com Tel 91 22 39832285 39832452 NOTICE of the Annual General Meeting Notice is hereby given that the 82nd Annual General Meeting of Hindustan Unilever Limited will be held on Monday 29th June 2015 at 2 00 p m at the Registered Office of the Company at Unilever House B D Sawant Marg Chakala Andheri East Mumbai 400 099 to transact the following business ORDINARY BUSINESS 1 To receive consider and adopt the audited financial statements including audited consolidated financial statements for the Financial Year ended 31st March 2015 and the Reports of the Directors and Auditors thereon 2 To confirm the payment of Interim Dividend and to declare Final Dividend on equity shares for the Financial Year ended 31st March 2015 3 To appoint a Director in place of Mr Harish Manwani DIN 00045160 who retires by rotation and being eligible offers himself for re appointment 4 To appoint a Director in place of Mr Pradeep Banerjee DIN 02985965 who retires by rotation and being eligible offers himself for re appointment 5 To appoint a Director in place of Mr P B Balaji DIN 02762983 who retires by rotation and be2. encashed claimed within seven years from the date of declaration will be ransferred to the Investor Education and Protection Fund IEPF After transfer of the said amount to IEPF no claims in this respect shall lie against IEPF or the Company 15 Membersare requested to contact M s Karvy Computershare Private Limited Investor Service Department of the Company for encashing the unclaimed dividends standing to the credit of their account The detailed dividend history and due dates for transfer to IEPF are available on Investor Centre page on the website of the Company www hul co in 16 Members may utilise the facility extended by the Registrar and Transfer Agent for redressal of queries Members may visit http karisma karvy com and click on Members option for query registration through free identity registration process 17 The Securities and Exchange Board of India SEBI has mandated submission of Permanent Account Number PAN by every participant in securities market Members holding shares in demat form are therefore requested to submit PAN details to the Depository Participants with whom they are maintaining their demat accounts Members holding shares in physical form can submit their PAN details to s Karvy Computershare Private Limited Investor Service Department of the Company 18 For convenience of the Members and proper conduct of the meeting entry to the meeting venue will be regulated by At
3. 0 lacs in aggregate whichever is lower To consider and if thought fit to pass the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions if any of the Companies Act 2013 and Rules made thereunder a new set of Articles of Association placed before the Members be and is hereby adopted and substituted in place of the existing Articles of Association of the Company Notice 21 RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to perform and execute all such acts deeds matters and things as may be deemed necessary proper or expedient to give effect to this resolution and for the matters connected herewith or incidental hereto Notes 1 22 An Explanatory Statement pursuant to Section 102 of the Companies Act 2013 relating to the Special Business to be transacted at the Annual General Meeting is annexed hereto A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL ON HIS HER BEHALF AND THE PROXY NEED NOT BEA MEMBER OF THE COMPANY Pursuant to Section 105 of the Companies Act 2013 a person can act as a Proxy on behalf of not more than fifty members holding in aggregate not more than ten percent of the total share capital of the Company Members holding more than ten percent of the total share capital of the Company may appoint a single person as P
4. A amp Co Cost Accountants Firm Registration No 000242 appointed by the Board of Directors as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31st March 2016 amounting to Rs 10 lacs Rupees Ten Lacs only as also the payment of service tax as applicable and re imbursement of out of pocket expenses incurred in connection with the aforesaid audit be and is hereby ratified and confirmed To consider and if thought fit to pass the following resolution as a Special Resolution RESOLVED THAT in supersession of the resolution passed by the Members at the Annual General Meeti ng held on 26th July 2013 and pursuant to the provisions of Sections 197 198 and other applicable provisions if any of the Companies Act 2013 and Rules made thereunder and Article 114 of the Articles of Association the Company be and is hereby authorised to pay to its Directors other than the Managing Director and Whole Time Directors of the Company for a period of five years commencing from 1st April 2015 to 31st March 2020 such sum by way of commission as the Board and or a Committee thereof may determine from time to time but not exceeding 1 one percent or such other percentage of the Net Profits of the Company in any financial year as may be specified under the Companies Act 2013 from time to time and computed in the manner provided under Section 198 of the Companies Act 2013 or Rs 30
5. es thereof With the introduction of the Companies Act 2013 and amendments in the Equity Listing Agreement the role of Independent Directors to maintain oversight has gone up These changes have enhanced the Corporate Governance requirements particularly Board Governance and Management requiring greater time commitments attention and higher level of oversight of the ndependent Directors Further Mr Harish Manwani Non Executive Chairman of the Company has retired from the position of Chief Operating Officer of Unilever with effect from 31st December 2014 Mr Manwani however continues to act as the Non Executive Chairman of the Company Mr Harish Manwani did not receive any remuneration whether by way of commission or sitting fees from the Company till his retirement from Unilever i e 31st December 2014 Subsequent to his retirement from Unilever the Board of Directors have approved the proposal to remunerate Mr Manwani for his role as the Non Executive Chairman of the Company with effect rom 1st January 2015 In addition to the responsibility of a Non Executive Chairman Mr Manwani would also be responsible for eading the evaluation process of the Board its Committees and ndividual Directors under both the Companies Act and Equity Listing Agreement Considering above changes it is proposed to revise the maximum imit of remuneration payable to Non Executive Directors from he existing Rs 150 lakhs to R
6. hares in demat form are requested to intimate any change in their address and or bank mandate immediately to their Depository Participants Members holding shares in physical form are requested to intimate any change of address and or bank mandate to M s Karvy Computershare Private Limited Investor Service Department of the Company immediately Notice In accordance with the Articles of Association of the Company all Directors except Mr Sanjiv Mehta who has been appointed as the Managing Director for a term of 5 years effective 1st October 2013 retire every year and if eligible offer themselves for re appointment at the Annual General Meeting As per the provisions of the Companies Act 2013 Independent Directors are appointed for a term upto five consecutive years and are not liable to retire by rotation The relevant details of Directors seeking appointment re appointment under Item nos 3 4 5 and 7 of this Notice are provided at page nos 26 and 27 of the Annual Report Pursuant to Section 101 and Section 136 of the Companies Act 2013 read with relevant Rules made thereunder companies can serve Annual Reports and other communications through electronic mode to those embers who have registered their email address either with the Company or with the Depository Participant s embers who have not registered their email address with he Company can now register the same by submitting a duly filled in E communicatio
7. ia In the opinion of the Board Ms Kalpana orparia fulfills the conditions specified in the Companies Act 2013 and the Equity Listing Agreement for appointment as ndependent Director of the Company A copy of the draft Letter of Appointment for Independent Directors setting out terms and conditions of appointment of Independent Directors is available or inspection at the Registered Office of the Company during business hours on any working day and is also available on the website of the Company www hul co in None of the Directors or Key Managerial Personnel and their relatives except Ms Kalpana Morparia are concerned or interested financially or otherwise in this Resolution The Board commends the Ordinary Resolution set out at Item no 7 for approval of the Members Item No 8 The Board of Directors of the Company on the recommendation of the Audit Committee approved the appointment and remuneration of M s RA amp Co Cost Accountants to conduct the audit of the cost records of the Company for the financial year ending 31st March 2016 In terms of the provisions of Section 148 3 of the Companies Act 2013 read with Rule 14l allii of the Companies Audit and Auditors Rules 2014 the remuneration payable to the Cost Auditor is required to be ratified by the embers of the Company Accordingly consent of the Members is sought to ratify the remuneration payable to the Cost Auditors None of the Directors or Key Manageria
8. ing eligible offers himself for re appointment 6 To ratify the appointment of M s BS R amp Co LLP Chartered Accountants Mumbai Firm Registration No 101248W W 100022 as approved by Members at the Eighty First Annual General Meeting as Statutory Auditors of the Company to hold office until the conclusion of Eighty Sixth Annual General Meeting and to fix their remuneration for the financial year ending 31st March 2016 SPECIAL BUSINESS 7 To consider and if thought fit to pass the following resolution as an Ordinary Resolution RESOLVED THAT pursuant to the provisions of Sections 149 150 and 152 and other applicable provisions if any of the Companies Act 2013 and the Rules made thereunder read with Schedule IV of the said Act Ms Kalpana Morparia DIN 00046081 who was appointed as an Additional Director of the Company with effect from 9th October 2014 under Section 161 of the Companies Annual Report 2014 15 Act 2013 be and is hereby appointed as an Independent Director of the Company to hold office for a term upto five consecutive years commencing from 9th October 2014 To consider and if thought fit to pass the following resolution as an Ordinary Resolution RESOLVED THAT pursuant to the provisions of Section 148 3 and other applicable provisions if any of the Companies Act 2013 and the Rules made thereunder the remuneration payable to M s R
9. l Personnel and their relatives are concerned or interested financially or otherwise in his Resolution The Board commends the Ordinary Resolution set out at tem no 8 for the approval of Members ltem No 9 The Members of the Company at the Annual General Meeting held on 26th July 2013 had approved the payment of remuneration by Hindustan Unilever Limited Overview Reports way of commission on profits to Non Executive Directors of the Company upto a maximum of Rs 150 lakhs in aggregate to be allocated in such manner as the Board may determine from time o time with effect from 1st January 2013 for a period of five years n line with the globally accepted governance practices your Company had adopted a Differential Remuneration Policy or Non Executive Directors under which the payment of remuneration is linked to their attendance at the meetings of he Board or Committees thereof and also depending upon their position in various Committees of the Board whether that of the Chairman or Member of the Committees naccordance with the approval of the Board all the Non Executive ndependent Directors are currently paid a remuneration of Rs 15 lakhs per annum by way of fixed commission and a variable commission linked to their attendance at Meetings and also depending upon their position in the Committees In addition the on Executive Directors are paid sitting fees for attending the meetings of the Board or Committe
10. mes appear in the Register of Members list of Beneficial Owners as on Monday 22nd June 2015 i e the date prior to the commencement of book closure are entitled to vote on the Resolutions set forth in this Notice The members may cast their votes on electronic voting system from place other than the venue of the meeting remote e voting The remote e voting period will commence at 9 00 a m on Thursday 25th June 2015 and will end at 5 00 p m on Sunday 28th June 2015 In addition the facility for voting through electronic voting system shall also be made Hindustan Unilever Limited Overview Reports available at the AGM and the Members attending the AGM who have not cast their vote by remote e voting shall be eligible to vote at the AGM The Company has appointed Mr S N Ananthasubramanian Practising Company Secretary to act as the Scrutinizer to scrutinize the entire e voting process in a fair and transparent manner The Members desiring to vote through remote e voting are requested to refer to the detailed procedure given hereinafter PROCEDURE FOR REMOTE E VOTING The Company has entered into an arrangement with National Securities Depository Limited NSDL for facilitating remote e voting for AGM The instructions for remote e voting are as under a In case of Members receiving an e mail from NSDL i Open the PDF file HUL remote e Voting pdf attached to the e mail using your Client ID Folio o as pass
11. n Registration Form available on the website of the Company www hul co in o M s Karvy Computershare Pvt Ltd or Investor Service Department of the Company Members holding shares in demat form are requested to register their email address with their Depository Participantls only Members of the Company who have registered their email address are also entitled to receive such communication in physical form upon request The Notice of AGM Annual Report and Attendance Slip are being sent in electronic mode to Members whose email address are registered with the Company or the Depository Participant s unless the Members have registered their request for the hard copy of the same Physical copy of the Notice of AGM Annual Report and Attendance Slip are being sent to those Members who have not registered their email address with the Company or Depository Participantls Members who have received the Notice of AGM Annual Report and Attendance Slip in electronic mode are requested to print the Attendance Slip and submit a duly filled in Attendance Slip at the Registration Counter at the AGM Pursuant to Section 108 of the Companies Act 2013 Rule 20 of the Companies Management and Administration Rules 2014 as amended and Clause 35B of the Listing Agreement the Company is pleased to provide the facility to Members to exercise their right to vote on the resolutions proposed to be passed at AGM by electronic means The Members whose na
12. posed set of new Articles of Association of the Company would be available for inspection at the Registered Office of the Company during the business hours on any working day up to the date of the Annual General Meeting and during the Annual General Meeting The proposed draft Articles of Association is available on the Company s website at www hul co in for perusal by the shareholders None of the Directors or Key Managerial Personnel and the relatives are concerned or interested financially or otherwise in this Resolution The Board commends the Special Resolution set out at Item no 10 for the approval of Members Registered Office Unilever House B D Sawant Marg Chakala Andheri East Mumbai 400 099 By Order of the Board ies Scan Dev Bajpai Executive Director Legal amp Corporate Affairs and Company Secretary Mumbai 8th May 2015 FCS No 3354 Notice 25
13. roxy who shall not act as a Proxy for any other Member The instrument of Proxy in order to be effective should be deposited at the Registered Office of the Company duly completed and signed not later than 48 hours before the commencement of the meeting A Proxy Form is annexed to this Report Proxies submitted on behalf of limited companies societies etc must be supported by an appropriate resolution authority as applicable The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday 23rd June 2015 to Monday 29th June 2015 both days inclusive The book closure dates have been fixed in consultation with the Stock Exchanges The Final Dividend for the financial year ended 31st March 2015 as recommended by the Board if approved at the AGM will be paid on or after Friday 3rd July 2015 to those Members whose name appears in the Register of Members of the Company as on the book closure dates Members holding shares in demat form are hereby informed that bank particulars registered with their respective Depository Participants with whom they maintain their demat accounts will be used by the Company for the payment of dividend The Company or its Registrar cannot act on any request received directly from the Members holding shares in demat form for any change of bank particulars Such changes are to be intimated only to the Depository Participants of the Members Members holding s
14. s 300 lakhs The revised limit shall be made effective from 1st April 2015 for a period of five years The revised limit is commensurate with enhanced role and engagement of the Non Executive Directors of the Company The remuneration payable to each Non Executive Director shall be determined by the Board or Committee thereof within this overall limit of Rs 300 lakhs The aforesaid maximum limit is enabling in nature to accommodate future revisions bearing in mind that the approval of Members Is Annual Report 2014 15 Financial Statements Shareholder Information valid for a period of five years commencing 1st April 2015 upto 31st March 2020 None of the Directors or Key Managerial Personnel and their relatives except Non Executive Directors are concerned or interested financially or otherwise in this Resolution The Board commends the Special Resolution set out at Item no 9 for the approval of Members Item No 10 The Articles of Association of the Company currently in force were originally adopted when the Company was incorporated under the Companies Act 1913 The Articles of Association were amended from time to time in accordance with the provisions of the Companies Act 1956 With the introduction of the Companies Act 2013 it is proposed to amend the existing Articles of Association to make It consistent with the provisions of Companies Act 2013 including the Rules framed thereunder A copy of the pro
15. tendance Slip which is enclosed with this Annual Report embers are requested to sign at the place provided on the Attendance Slip and hand it over at the Registration Counter at the venue 19 Members desiring any information relating to the accounts are requested to write to the Company well in advance so as o enable the management to keep the information ready Registered Office Unilever House B D Sawant Marg Chakala Andheri East Mumbai 400 099 By Order of the Board Se Dev Bajpai Executive Director Legal amp Corporate Affairs and Company Secretary Mumbai 8th May 2015 FCS No 3354 24 Notice EXPLANATORY STATEMENT Item No 7 The Board of Directors of the Company had appointed Ms Kalpana Morparia as an Additional Director of the Company with effect from 9th October 2014 In accordance with the provisions of Section 161 of Companies Act 2013 Ms Kalpana Morparia shall hold office up to the date of the forthcoming Annual General Meeting and is eligible to be appointed as an Independent Director for a term upto five years The Company has received notice under Section 160 of the Companies Act 2013 from Ms Kalpana Morparia signifying her candidature as an Independent Director of the Company A brief profile of Ms Kalpana Morparia including nature of her expertise is provided at page no 27 of this Annual Report The Company has received a declaration of independence from s Kalpana Morpar
16. the Scrutinizer by an e mail at scrutinizer dsnaco net with a copy marked to evoting dnsdl co in Annual Report 2014 15 Financial Statements ie Shareholder Information b In case of Shareholders receiving physical copy of the Notice of AGM and Attendance Slip i Initial Password is provided as follows at the bottom of the Attendance Slip EVEN E Voting Event Number USERID PASSWORD lii Please follow all steps from Sr No i to Sr No xii mentioned above to cast vote ll In case of any queries you may refer to the Frequently Asked Questions FAQs and e voting user manual available in the downloads section of NSDLs e voting website https evoting nsdl com lIl The voting rights shall be as per the number of equity shares held by the Member s as on Monday 22nd June 2015 being the cut off date Members are eligible to cast vote electronically only if they are holding shares as on that date IV Members who have acquired shares after the despatch of the Annual Report and before the book closure may obtain the user ID and Password by sending a request at evoting ansdl co in or levercare shareholder dunilever com However if you are already registered with NSDL for remote e voting then you can use your existing user ID and password for casting your vote If you have forgotten your password you can reset your password by using Forgot User Details Password op
17. tion available on www evoting nsdl com or contact NSDL at the following toll free no 1800 222 990 V The results of the electronic voting shall be declared after the AGM The results along with the Scrutinizer s Report shall also be placed on the website of the Company 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 at the Meeting The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of he Companies Act 2013 the Register of Contracts or arrangements in which Directors are interested under Section 189 of Companies Act 2013 and the Certificate rom Auditors of the Company certifying that the 2001 HLL Stock Option Plan 2006 HLL Performance Share Scheme and 2012 HUL Performance Share Scheme are being implemented in accordance with the Securities and Exchange Board of India Share Based Employee Benefits Regulations 2014 will be available for inspection at the Annual General Meeting Notice 23 13 Members can also provide their feedback online using the Shareholders Satisfaction Survey form available on the Investor Centre page on the website of the Company www hul co in This feedback will help the Company in improving Shareholder Service Standards 14 Members are requested to note that as per Section 205A of the Companies Act 1956 dividends not
18. word The PDF file contains your User D and Password for e voting Please note that the Password provided in PDF is an Initial Password ii Launch an internet browser and open https www evoting nsdl com iii Click on Shareholder Login iv Insert User ID and Initial Password as noted in step i above and click on Login v Password change menu will appear Change the Password with a new Password of your choice with minimum 8 digits characters or combination hereof Please keep a note of the new Password t is strongly recommended not to share your Password with any person and take utmost care to keep it confidential vi Home page of e voting will open Click on e Voting Active Voting Cycles vii Select EVEN of Hindustan Unilever Limited viii Now you are ready for e voting as Cast Vote page opens ix Cast your vote by selecting appropriate option and click on Submit Click on Confirm when prompted x Upon confirmation the message Vote cast successfully will be displayed xi Once you have confirmed your vote on the resolution you cannot modify your vote xii Institutional shareholders i e other than individuals HUF NRI etc are required to send scanned copy PDF JPG Format of the relevant Board Resolution Authority Letter along with attested specimen signature of the duly authorised signatorylies who are authorised to vote to
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