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NOTICE
Notice is hereby given that the 77thAnnual General Meeting of the Shareholders of Alfa Laval (India) Limited will be
held at Conference Hall No.6, A Wing, 5th Floor, MCCIA Trade Tower, Senapati Bapat Road, Pune 411 016 on Monday,
18th May, 2015 at 11.00 a.m. to transact the following business:1.
2.
To receive, consider, and adopt the audited Balance Sheet as at 31st December, 2014, the Statement of Profit
and Loss for the year ended on that date and the Reports of the Directors and Auditors.
To appoint a Director in the place of Mr. Ray Field who retires by rotation and being eligible, offers himself for
re-appointment.
3.
To appoint a Director in the place of Mr. Henrik Holm who retires by rotation and being eligible, offers himself for
re-appointment.
4.
To appoint a Director in the place of Ms. Susanne Pahlen Aklundh who under Article 117(a) of the Company’s
Articles of Association holds office only upto the date of this Annual General Meeting and in respect of whom
the Company has received a notice in writing from a shareholder pursuant to Section 160 of the Companies
Act, 2013 signifying his intention to propose her as a candidate for the office of Director and who is eligible for
appointment.
5.
To appoint a Director in the place of Mr. Goran Mathiasson who under Article 117(a) of the Company’s Articles
of Association holds office only upto the date of this Annual General Meeting and in respect of whom the
Company has received a notice in writing from a shareholder pursuant to Section 160 of the Companies Act,
2013 signifying his intention to propose him as a candidate for the office of Director and who is eligible for
appointment.
6.
To appoint a Director in the place of Mr. Ravi Krishnamurthi who under Article 117(a) of the Company’s Articles
of Association holds office only upto the date of this Annual General Meeting and in respect of whom the
Company has received a notice in writing from a shareholder pursuant to Section 160 of the Companies Act,
2013 signifying his intention to propose him as a candidate for the office of Director and who is eligible for
appointment.
7.
To appoint a Director in the place of Mr. Ashwani Gupta who under Article 117(a) of the Company’s Articles of
Association holds office only upto the date of this Annual General Meeting and in respect of whom the Company
has received a notice in writing from a shareholder pursuant to Section 160 of the Companies Act, 2013 signifying
his intention to propose him as a candidate for the office of Director and who is eligible for appointment.
8.
To consider and, if thought fit, to pass with or without modification/s, the following resolution as an Ordinary
Resolution:-
“RESOLVED, pursuant to Sections 197, 198 and other applicable provisions, if any, of the Companies Act,
2013 read with Schedule V thereto and the rules framed thereunder, that the Company hereby accords its
approval to the revised remuneration for Mr. Manoj Barve, Director-Finance with effect from 1st July, 2014 as
per the terms set out under Item 8 of Statement setting out the material facts annexed to this Notice;
RESOLVED FURTHER that in the event of absence or inadequacy of profits in any financial year during the
tenure of Mr. Manoj Barve as Director-Finance of the Company, the remuneration as specified above, shall be
paid and allowed to Mr. Barve as minimum remuneration for such financial year;
AND RESOLVED FURTHER that the Managing Director be and he is hereby authorized to do all such acts,
deeds and things including entering into a supplementary agreement with Mr. Manoj Barve as may be necessary
or expedient to give effect to this resolution.”
9.
“RESOLVED, pursuant to Sections 197, 198 and other applicable provisions, if any, of the Companies Act,
2013 read with Schedule V thereto and the rules framed thereunder, that the Company hereby accords its
approval to the revised remuneration for Mr. KB Gorane, Director-Operations with effect from 1st July, 2014 as
per the terms set out under Item 9 of Statement setting out the material facts annexed to this Notice;
RESOLVED FURTHER that in the event of absence or inadequacy of profits in any financial year during the
tenure of Mr. KB Gorane as Director-Operations of the Company, the remuneration as specified above, shall be
paid and allowed to Mr. Gorane as minimum remuneration for such financial year;
Alfa Laval Annual Report 2014
AND RESOLVED FURTHER that the Managing Director be and he is hereby authorized to do all such acts,
deeds and things including entering into a supplementary agreement with Mr. KB Gorane as may be necessary
or expedient to give effect to this resolution.”
10.
To appoint a Director in the place of Mr. Lars Dithmer who under Article 117(a) of the Company’s Articles
of Association holds office only upto the date of this Annual General Meeting and in respect of whom the
Company has received a notice in writing from a shareholder pursuant to Section 160 of the Companies Act,
2013 signifying his intention to propose him as a candidate for the office of Director and who is eligible for
appointment.
11.
To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary
Resolution:-
“RESOLVED, pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of
the Companies Act, 2013 read with Schedule V thereto and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and subject to the approval of the Central Government, that consent of the
Company be and it is hereby accorded to the appointment of Mr. Lars Dithmer (hereinafter called “Mr. Dithmer”)
as the Managing Director of the Company, for a period of 3 years from 1st January 2015 on the terms as set out
under Item 11 of the Statement setting out the material facts annexed to this notice;
RESOLVED FURTHER that in the event of absence or inadequacy of profits in any financial year during the
tenure of Mr. Dithmer as Managing Director of the Company, the same remuneration as specified therein shall
be paid and allowed to Mr. Dithmer as minimum remuneration for such financial year;
AND RESOLVED FURTHER that the Chairman be and he is hereby authorized to do all such acts, matters,
deeds and things including entering into an agreement with Mr. Dithmer as may be necessary or expedient to
give effect to this resolution.”
12.
To consider and, if thought fit, to pass with or without modification/s, the following resolution as an Ordinary
Resolution:-
“RESOLVED, pursuant to Sections 197, 198 and other applicable provisions, if any, of the Companies
Act, 2013 read with Schedule V thereto and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and subject to the approval of the Central Government, if required, that the Company
hereby accords its approval to the revised remuneration for Mr. Lars Dithmer, Managing Director with effect from
1st January, 2015 as per the terms set out under Item 12 of Statement setting out the material facts annexed to
this Notice;
RESOLVED FURTHER that in the event of absence or inadequacy of profits in any financial year during the
tenure of Mr. Lars Dithmer as Managing Director of the Company, the remuneration as specified above, shall be
paid and allowed to Mr. Dithmer as minimum remuneration for such financial year;
AND RESOLVED FURTHER that the Chairman be and he is hereby authorized to do all such acts, deeds
and things including entering into a supplementary agreement with Mr. Lars Dithmer as may be necessary or
expedient to give effect to this resolution.”
13.
To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary
Resolution:-
“RESOLVED, pursuant to Sections 197, 198 and other applicable provisions, if any, of the Companies Act,
2013 read with Schedule V thereto and the rules framed thereunder, that the Company hereby accords its
approval to the revised remuneration for Mr. KB Gorane, Director-Operations with effect from 1st April, 2015 as
per the terms set out under Item 13 of Statement setting out the material facts annexed to this Notice;
RESOLVED FURTHER that in the event of absence or inadequacy of profits in any financial year during the
tenure of Mr. KB Gorane as Director-Operations of the Company, the remuneration as specified above, shall be
paid and allowed to Mr. Gorane as minimum remuneration for such financial year;
AND RESOLVED FURTHER that the Managing Director be and he is hereby authorized to do all such acts,
deeds and things including entering into a supplementary agreement with Mr. KB Gorane as may be necessary
or expedient to give effect to this resolution.”
14.
To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary
Resolution:-
“RESOLVED, pursuant to the provisions of Sections 196, 197 and other applicable provisions, if any, of the
Companies Act, 2013 read with Schedule V thereto and the rules framed thereunder, that consent of the
Company be and it is hereby accorded to the reappointment of Mr. KB Gorane (hereinafter called “Mr. Gorane”)
as a Wholetime Director with the designation “Director-Operations” of the Company for a period of 3 years with
effect from 21st June, 2015, on the terms of remuneration subsisting on the said date and as set out under Item
14 of the Statement setting out the material facts annexed to this notice;
RESOLVED FURTHER that in the event of absence or inadequacy of profits in any financial year during the
tenure of Mr. Gorane as Director-Operations of the Company, the remuneration as specified therein shall be paid
and allowed to Mr. Gorane as minimum remuneration for such financial year;
AND RESOLVED FURTHER that the Managing Director of the Company be and is hereby authorized to do all
such acts, deeds, matters and things including entering into a fresh agreement with Mr. KB Gorane as may be
considered necessary, desirable or expedient to give effect to this Resolution.”
15.
To ratify the appointment of M/s. BSR & Associates LLP (Registration No. 116231W/W-100024) as the Statutory
Auditors of the Company in terms of Section 139 of the Companies Act, 2013 and the rules thereunder.
By Order of the Board of Directors
Alfa Laval (India) Limited
V. Chandrasekhar
Company Secretary
Dated : 14th April, 2015
Regd. Office:
Mumbai-Pune Road
Dapodi, PUNE - 411 012
NOTES:
1.
A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND
AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.
THE PROXY FORM SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE
COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
2.
The Register of Members and Share Transfer Books of the Company will remain closed from Monday. 4th May,
2015 to Monday, 18th May, 2015, both days inclusive.
3.
The relative Statement setting out the material facts pursuant to Section 102 of the Companies Act, 2013, in
respect of the business under items 4 to 15 is annexed hereto.
4.
Shareholders who have not yet encashed the dividend warrants in respect of the final dividend for the year
ended 31st December, 2007 or of the dividend in respect of any subsequent financial years are requested to
send their claims to the Head Office of the Company at 301, 302,401,402, Global Port, Mumbai Bengaluru
Highway, Baner, Pune 411 045. It may be noted that the dividend remaining unclaimed or unpaid for more than a
period of 7 years from the date of transfer to unpaid dividend account will be transferred to the Investor Education
and Protection Fund established by the Central Government as per the dates mentioned below and upon such
transfer, no claim shall be entertained in respect thereof.
Fiancial year
Date of transfer to IEPF
Financial year
Date of transfer to IEPF
2007
05.06.2015
2009
03.06.2017
2008
28.11.2015
2010
03.06.2018
2008
03.06.2016
2011
19.01.2019
Alfa Laval Annual Report 2014
5.
Voting Options
a)
E-voting
In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of
Companies (Management and Administration) Rules, 2014, the Company is pleased to offer e-Voting
facility as an alternative mode of voting which will enable the Members to cast their votes electronically.
Necessary arrangements have been made by the Company with Central Depository Services (India)
Limited (CDSL) to facilitate e-voting. E-voting is optional and members shall have the option to vote either
through e-voting or in person at the general meeting.
The instructions for members voting electronically are as under:
(i)
The voting period begins on May 11, 2015 (9.00 a.m.) and ends on May 13, 2015 (5.00 p.m.). During this
period shareholders of the Company, holding shares either in physical form or in dematerialized form, as
on the cut-off date of 30th April, 2015, may cast their vote electronically. The e-voting module shall be
disabled by CDSL for voting thereafter.
(ii)
The shareholders should log on to the e-voting website www.evotingindia.com.
(iii)
Click on Shareholders.
(iv)
Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(v)
Next enter the Image Verification as displayed and Click on Login.
(vi)
If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an
earlier voting of any company, then your existing password is to be used
(vii)
If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN
Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable
for both demat shareholders as well as physical shareholders)
•
Members who have not updated their PAN with the Company/Depository Participant
are requested to use the first two letters of their name and the 8 digits of the
sequence number in the PAN field.
•
In case the sequence number is less than 8 digits enter the applicable number of
0s before the number after the first two characters of the name in CAPITAL
letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter
RA00000001 in the PAN field.
DOB
Enter the Date of Birth as recorded in your demat account or in the company records for
the said demat account or folio in dd/mm/yyyy format.
Dividend
Bank Details
Enter the Dividend Bank Details as recorded in your demat account or in the company
records for the said demat account or folio.
•
Please enter the DOB or Dividend Bank Details in order to login. If the details are
not recorded with the depository or company please enter the member id / folio
number in the Dividend Bank details field as mentioned in instruction (iv).
(viii)
After entering these details appropriately, click on “SUBMIT” tab.
(ix)
Members holding shares in physical form will then directly reach the Company selection screen. However,
members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required
to mandatorily enter their login password in the new password field. Kindly note that this password is to be
also used by the demat holders for voting for resolutions of any other company on which they are eligible
to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not
to share your password with any other person and take utmost care to keep your password confidential.
(x)
For Members holding shares in physical form, the details can be used only for e-voting on the resolutions
contained in this Notice.
(xi)
Click on the EVSN for the relevant Alfa Laval (India) Limited on which you choose to vote.
(xii)
On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same, the option “YES/
NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the
Resolution and option NO implies that you dissent to the Resolution.
(xiii)
Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be
displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL”
and accordingly modify your vote.
(xv)
(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the
Voting page.
(xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification
code and click on Forgot Password and enter the details as prompted by the system.
(xviii) Note for Non – Individual Shareholders and Custodians
•
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required
to log on to www.evotingindia.com and register themselves as Corporates.
•
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be
emailed to [email protected].
•
After receiving the login details a compliance user should be created using the admin login and
password. The Compliance user would be able to link the account(s)for which they wish to vote
on.
•
The list of accounts should be mailed to [email protected] and on approval of the
accounts they would be able to cast their vote.
•
A scanned copy of the Board Resolution and Power of Attorney (POA)which they have issued in
favour of the Custodian,if any, should be uploaded in PDF format in the system for the scrutinizer
to verify the same.
(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions
(“FAQs”) and e-voting manual available at www.evotingindia.com,under help section or write an email to
[email protected].
Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
The Company has appointed Mr. Sridhar G. Mudaliar, Practising Company Secretary as the Scrutinizer
for conducting the e-voting process in fair and transparent manner.
(b)
Voting at AGM:
The Members who have not casted their vote electronically, can exercise their voting rights at the AGM. The
Company will make necessary arrangements in this regard at the AGM Venue.
Statement setting out the material facts
(pursuant to Section 102 of the Companies Act, 2013)
Item 4
As per Section 149 (1) of the Companies Act, 2013 read with the Companies (Appointment of Directors) Rules, 2014,
the Company is required to appoint at least one woman Director on the Board of Directors of the Company. Accordingly,
Ms. Susanne PahlenAklundh was appointed an Additional Director by the Board of Directors of the Company at their
Alfa Laval Annual Report 2014
meeting held on 6th November, 2014. In terms of Section 161 of the Companies Act, 2013 and Article 117(a) of the
Company’s Articles of Association, Ms. Susanne PahlenAklundh holds office only upto the date of the ensuing Annual
General Meeting but she is eligible for appointment afresh.
A notice has been received from a member of the Company as required under Section 160 of the Companies Act,
2013 proposing the candidature of Ms. Susanne PahlenAklundh for the office of Director. The Board commends the
resolution. Ms. Susanne PahlenAklundh has signified her consent to act as Director, if appointed.
None of the Directors except Ms. Susanne PahlenAklundh is interested in this item of business.
Item 5
Mr. Goran Mathiasson was appointed an Additional Director by the Board of Directors of the Company at their meeting
held on 6th November, 2014. In terms of Section 161 of the Companies Act, 2013 and Article 117(a) of the Company’s
Articles of Association, Mr. Goran Mathiasson holds office only upto the date of the ensuing Annual General Meeting
but he is eligible for appointment afresh.
A notice has been received from a member of the Company as required under Section 160 of the Companies Act, 2013
proposing the candidature of Mr. Goran Mathiasson for the office of Director. The Board commends the resolution.
Mr. Goran Mathiasson has signified his consent to act as Director, if appointed.
None of the Directors except Mr. Goran Mathiasson is interested in this item of business.
Items 6 & 7
As per the provisions of Section 149(4) of the Companies Act, 2013 (the “Act”) read with the Companies (Appointment
of Directors) Rules, 2014, the Company shall have at least 2 Independent Directors on the Board of Directors of the
Company. Mr. Ravi Krishnamurthi and Mr. Ashwani Gupta who were appointed as Additional Directors by the Board
of Directors of the Company at their meeting held on 28th January, 2015 have furnished declarations to the Company
under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria prescribed for independent
directors under Section 149(6) of the Act.
Mr. Ravi Krishnamurthi
Mr. Ravi Krishnamurthi is a Post Graduate in Solid State Physics, Law and Business Management all from University of
Delhi and has been a part of various management development activities.
Mr. Ravi Krishnamurthi started his career with Tata Steel Limited (then known as Tata Iron & Steel Company Limited)
After serving Tata Steel for 12 years, he joined MICO-Bosch in 1987 and during his stint here till April 2010, was
instrumental in the development of BOSCH brand in India and the Bosch Power Tool division as the Business Head.
He also contributed to the turnaround of Bosch Packaging machinery division which included design and development
of a Laddumaking machine for Tirupathi temple besides its USP in the form of packaging solutions for complicated
products like Salt, Horlicks, Bournvita, Kurkure. Mr. Ravi Krishnamurthi went ahead as the Business head of the Bosch
Automotive After Market division and Spark Plug division for India and SAARC countries. He also set up Garage
equipment manufacturing facilities and was on the board of Mann & Hummel, a Bosch joint venture. After retiring from
Bosch, Mr. Ravi Krishnamurthi was for some time engaged in providing consultancy to Robert Bosch South East Asia,
Singapore for business development in Asia Pacific regions. Presently he is also providing consultancy to a host of
Indian ,German and American companies on various matters including business development.
Mr. Ravi Krishnamurthi is a strategist, leader with experience in building global brands and visionary in developing
channels and their management besides having excellent communication skills.
Mr. Ashwani Gupta
Mr. Ashwani Gupta has a degree in Electrical Engineering alongwith an MBA from Delhi University .
Mr. Ashwani Gupta started his career with GE in 1981 and worked in the U.S, Saudi Arabia, India and Japan. During
the nineties as the head of business development for GE India he led the entry of several GE businesses in India in
the form of joint ventures, acquisitions and greenfield . He also launched cross business and quality initiatives. In 1998
he became President & CEO of GE Industrial Systems in India.. Later he moved to GE Capital based in Tokyo to lead
sourcing and productivity for Asia Pacific for about 2 years. Upon return to India he headed the telecom company HFCL
for two years.
Between 2002 and 2008 Mr. Ashwani Gupta was the Country President and CEO of Honeywell India Limited. During
this period Honeywell established many new businesses and rapidly grew its technology and back office operations.
Mr. Gupta also served on the National Council of CII, as the Chairman of its MNC sub-committee. He was also the Vice
Chairman and Founder Director of United Way Delhi.
In 2008, Mr. Ashwani Gupta joined the parent Avantha Group as President, Group Strategy and then became the
President of the Consumer Business of Crompton Greaves Limited, market leader in fans and domestic pumps, from
2012 till recently. He also headed the Global Strategy function for the company.
In the opinion of the Board, these individuals are persons of integrity, possess the relevant expertise and experience,
fulfill the conditions specified in the Act and the Rules framed thereunder and are independent of the management of the
Company. The skills, experience and knowledge that they would bring in to the Board will enable the Board to discharge
its functions and duties effectively. Going by their profiles as above, both Mr. Ravi Krishnamurthi and Mr. Ashwani Gupta
are apt candidates for appointment as Independent Directors.
In terms of Section 161 of the Companies Act, 2013 and Article 117(a) of the Company’s Articles of Association, Mr.
Ravi Krishnamurthi and Mr. Ashwani Gupta hold office only upto the date of the ensuing Annual General Meeting but
they are eligible for appointment afresh.
Notices have been received from a member of the Company as required under Section 160 of the Companies Act, 2013
proposing the candidatures of Mr. Ravi Krishnamurthi and Mr. Ashwani Gupta for the office of Directors. The Board
commends the resolutions at items 6 and 7 of the accompanying Notice. Mr. Ravi Krishnamurthi and Mr. Ashwani
Gupta have signified their consent to act as Directors, if appointed.
None of the Directors except Mr. Ravi Krishnamurthi and Mr. Ashwani Gupta is interested in the resolutions at items 6
& 7 of the accompanying notice.
Item 8
The Board of Directors of the Company (“the Board”) at their meeting held on 19th June, 2014, reviewed the terms
of remuneration of Mr. Manoj Barve, Director-Finance and set the composite remuneration including a basic salary,
commission based on performance, perquisites and allowances like house rent allowance, special allowance,
reimbursement of medical expenses including hospitalization for self and family, leave travel allowance, insurance,
contribution to provident fund, superannuation or annuity fund, gratuity as per the rules of the Company, provision of
car through lease or an allowance together with all running and maintenance expenses at actuals, telecommunication
facilities; fees and subscription of one club and leave as per the rules of the Company at Rs.5,638,824/- per annum
with effect from 1 July, 2014.
The draft supplementary agreement between the Company and Mr. Manoj Barve is available for inspection by the
shareholders of the Company at its Head Office at 301,302,401,402, Global Port, Mumbai Bengaluru Highway, Baner,
Pune 411045 between 10 am and 12 noon on any working day (except Saturday).
The Board commends the resolution at Item 8 of the accompanying Notice for the approval of the shareholders of the
Company.
Save and except the interest of Mr. Manoj Barve in varying the terms of his appointment as aforesaid, no other Director
of the Company is concerned or interested in this item of business.
Item 9
The Board of Directors of the Company (“the Board”) at their meeting held on 19th June, 2014 reviewed the terms
of remuneration of Mr. KB Gorane, Director-Operations and set the composite remuneration including a basic salary,
commission based on performance, perquisites and allowances like house rent allowance, special allowance,
reimbursement of medical expenses including hospitalization for self and family, leave travel allowance, insurance,
contribution to provident fund, superannuation or annuity fund, gratuity as per the rules of the Company, provision of
car through lease or an allowance together with all running and maintenance expenses at actuals, telecommunication
facilities; fees and subscription of one club and leave as per therules of the Company at Rs.5,875,560/- per annum with
effect from 1st July, 2014.
The draft supplementary agreement between the Company and Mr. KB Gorane is available for inspection by the
shareholders of the Company at its Head Office at 301,302,401,402, Global Port, Mumbai Bengaluru Highway, Baner,
Pune 411045 between 10 am and 12 noon on any working day (except Saturday).
Alfa Laval Annual Report 2014
The Board commends the resolution at Item 9 of the accompanying Notice for the approval of the shareholders of the
Company.
Save and except the interest of Mr. KB Gorane in varying the terms of his appointment as aforesaid, no other Director
of the Company is concerned or interested in this item of business.
Items 10 and 11
Mr. Lars Dithmer was appointed an Additional Director by the Board of Directors of the Company at their meeting held
on 6th November, 2014. Pursuant to Section 161(1) of the Companies Act, 2013 and Article 117(a) of the Company’s
Articles of Association, Mr. Dithmer holds office only upto the date of the ensuing Annual General Meeting but he is
eligible for appointment afresh. The Company has received a notice pursuant to the Section 160 of the Companies Act,
2013 from a Member signifying his intention to propose the appointment of Mr. Dithmer as a Director of the Company.
Mr. Dithmer has signified his consent to act as Director, if appointed.
The Board of Directors of the Company (“the Board”) at their meeting held on 6th November, 2014 appointed Mr. Lars
Dithmer as the Managing Director of the Company for a period of 3 years with effect from 1st January, 2015 on a
composite remuneration not exceeding Rs.25,000,000/- (rupees twentyfive million only) per annum comprising of the
overseas salary, a local basic salary, performance related bonus, perquisites and allowances like concessional rent/rent
free fully furnished and maintained residential accommodation together with all amenities, facilities as also the utilities
such as gas, electricity and water charges, services of domestic help, reimbursement of medical expenses including
for dental treatment, hospitalization for self and spouse whether in India or abroad, leave travel concession/leave travel
allowance as applicable for self and family (both accompanying and non-accompanying), insurance, contribution to
provident fund as per applicable rules, company maintained car/s with driver; telecommunication facilities; education
of children, fees and subscription of one club, reimbursement of expenses towards movement of personal effects both
ways and leave as per the rules of the Company.
The draft agreement between the Company and Mr. Lars Dithmer is available for inspection by the shareholders of
the Company at its Head Office at 301,302,401,402, Global Port, Mumbai Bengaluru Highway, Baner, Pune 411045
between 10 am and 12 noon on any working day (except Saturday).
The aforesaid appointment and the terms of remuneration need to be approved by the Members of the Company
under the provisions of the Companies Act, 2013. The Board commends the resolutions at items 10 and 11 for the
shareholders’ approval.
Save and except the interest of Mr. Lars Dithmer in the terms of appointment as aforesaid, no other Director of the
Company is concerned or interested in this item of business.
Item 12
The Board of Directors of the Company (“the Board”) at their meeting held on 18th March, 2015 reviewed the terms
of remuneration of Mr. Lars Dithmer, Managing Director and revised the composite remuneration comprising of the
overseas salary, a local basic salary, performance related bonus, perquisites and allowances like concessional rent/rent
free fully furnished and maintained residential accommodation together with all amenities, facilities as also the utilities
such as gas, electricity and water charges, services of domestic help, reimbursement of medical expenses including
for dental treatment, hospitalization for self and spouse whether in India or abroad, leave travel concession/leave travel
allowance as applicable for self and family (both accompanying and non-accompanying), insurance, contribution to
provident fund as per applicable rules, company maintained car/s with driver; telecommunication facilities; education of
children, fees and subscription of one club, to a sum not exceeding Rs. 30,000,000/- (Rupees Thirty Million only) per
annum with effect from 1st January, 2015.
The draft supplementary agreement between the Company and Mr. Lars Dithmer is available for inspection by the
shareholders of the Company at its Head Office at 301,302,401,402, Global Port, Mumbai Bengaluru Highway, Baner,
Pune 411045 between 10 am and 12 noon on any working day (except Saturday).
The Board commends the resolution at Item 12 of the accompanying Notice for the approval of the shareholders of the
Company.
Save and except the interest of Mr. Lars Dithmer to the revision in the terms of remuneration as aforesaid, no other
Director of the Company is concerned or interested in this item of business.
Item 13
The Board of Directors of the Company (“the Board”) at their meeting held on 18th March, 2015 reviewed the terms
of remuneration of Mr. KB Gorane, Director-Operations and set the composite remuneration including a basic salary,
commission based on performance, perquisites and allowances like house rent allowance, special allowance,
reimbursement of medical expenses including hospitalization for self and family, leave travel allowance, insurance,
contribution to provident fund, superannuation or annuity fund, gratuity as per the rules of the Company, provision of
car through lease or an allowance together with all running and maintenance expenses at actuals, telecommunication
facilities; fees and subscription of one club and leave as per the rules of the Company at a sum not exceeding Rs.
6,632,423/- (Rupees Six Million Six Hundred Thirty Two Thousand Four Hundred Twenty Three only) per annum with
effect from 1st April, 2015.
The draft supplementary agreement between the Company and Mr. KB Gorane is available for inspection by the
shareholders of the Company at its Head Office at 301,302,401,402, Global Port, Mumbai Bengaluru Highway, Baner,
Pune 411045 between 10 am and 12 noon on any working day (except Saturday).
The Board commends the resolution at Item 13 of the accompanying Notice for the approval of the shareholders of the
Company.
Save and except the interest of Mr. KB Gorane in varying the terms of his appointment as aforesaid, no other Director
of the Company is concerned or interested in this item of business.
Item 14
The Board of Directors of the Company (“the Board”) at their meeting held on 18th March, 2015 reappointed Mr. KB
Gorane as a Wholetime Director with the designation “Director-Operations” for a period of 3 years with effect from 21st
June, 2015 on a composite remuneration mentioned in item 13 above.
The said reappointment of Mr. KB Gorane on the said terms of remuneration effective 21st June 2015 need to be
approved by the shareholders of the Company under the provisions of the Companies Act, 2013. The draft agreement
between the Company and Mr. KB Gorane is available for inspection by the shareholders of the Company at its Head
Office at 301,302,401,402, Global Port, Mumbai Bengaluru Highway, Baner, Pune 411045 between 10 am and 12 noon
on any working day (except Saturday).
The Board commends the resolution at Item 14 of the accompanying Notice for the approval of the shareholders of the
Company.
Save and except the interest of Mr. KB Gorane in the reappointment as aforesaid, no other Director of the Company is
concerned or interested in this item of business.
Item 15
M/s. BSR & Associates LLP were appointed as the Auditors of the Company to hold office from the conclusion of
the 76th Annual General Meeting till the 81st Annual General Meeting of the Company subject to ratification by the
Members of the Company at every Annual General Meeting. The matter relating to such appointment is placed before
the Members of the Company for their ratification.
By Order of the Board of Directors
Alfa Laval (India) Limited
V. Chandrasekhar
Company Secretary
Dated : 14th April, 2015
Regd. Office:
Mumbai-Pune Road
Dapodi, PUNE - 411 012