Announcements

NOTICE:

Notice is hereby given that the Nineteenth Annual General Meeting of the equity shareholders of HNI Office India Limited (Formerly BP Ergo Limited) (CIN: U36101 MH2000PLC1 29024) will be held on Friday, September 27, 2019 at 11.30AM at the registered office of the Company at K-52, MIDC, Hingna Road, Nagpur - 440 016, (Landmark: near PIX transmission Ltd, Route Map is attached separately) to transact the following businesses :

ORDINARY BUSINESS:

  • To receive, consider and adopt the Profit and Loss Account of the Company for the year ended on March 31, 2019, and the Balance Sheet as at that date, along with the Report of the Directors’ and that of the Auditor’s thereon.
  • To appoint a Director in place of Ms. Angela Reier (DIN: 07873432), who retires by rotation and, being eligible, offers herself for re-appointment.
  • To consider the re-appointment of the current auditors, M/s. G. M. Kapadia & Co., Chartered Accountants (ICAI Firm Registration Number 104767W), as Statutory Auditors of the Company and to fix their remuneration and to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013 (the Act) read with the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof, for the first time being in force], and pursuant to the recommendation of the Board of Directors, M/s. G. M. Kapadia & Co., Chartered Accountants (ICAI Firm Registration Number 104767W), be re-appointed as the Statutory Auditors of the Company, for another term of 5 (Five) consecutive years, to hold office from the conclusion of this Annual General Meeting (AGM) until the conclusion of the Twenty-Fourth AGM to be held in the year 2024, at a remuneration to be determined by the Board of Directors of the Company in addition to out of pocket expenses as may be incurred by them during the course of the Audit.

SPECIAL BUSINESS

Appointment of Ms. Sandra Martyres (DIN 00798406) as an Independent Director of the Company

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT in accordance with the provisions of Section 152 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment, Ms. Sandra Martyres (DIN 00798406), who was appointed by the Board of Directors as an Additional (Independent) Director of the Company under Section 161 of the Companies Act, 2013 and Articles of Association of the Company w.e.f. August 22, 2019 and who holds office as such upto the date of this meeting and who qualifies for being appointed as an Independent Director and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 proposing her candidature for the office of Independent Director of the Company, be appointed as an Independent Director of the Company.

RESOLVED FURTHER THAT pursuant to provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Ms. Martyres, a Director of the Company who has submitted a declaration that she meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 be appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 3 (three) consecutive years commencing from August 22, 2019 to August 21, 2022.

"RESOLVED FURTHER THAT any of the Directors or the Company Secretary of the Company either jointly or severally, be and are hereby authorized to prepare, execute and submit the relevant e-forms and to do all such incidental and ancillary acts, deeds, matters and things as may be required to give effect to this resolution."

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NOTICE:

Notice is hereby given that Extra-Ordinary General Meeting No. 1 of 2017-18 of the members of M/s. HNI Office India Limited (Formerly Known as BP Ergo Limited), will be held at the registered office of the Company at K-52 MIDC, Hingna Road Nagpur– 440 016 on February 20, 2018, at 03.00 p.m. to transact the following businesses:

SPECIAL BUSINESS:

1. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution:

Revision in Remuneration of Mr. Sudhir Mambully, Managing Director of the Company

“RESOLVED THAT pursuant to the provisions of Section 197 read with Schedule V, read with applicable rules thereto and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof) and subject to other requisite approvals, if any, and in accordance with the recommendation of the Nomination and Remuneration Committee of the Board of Directors, the approval of the Company be accorded for revision in the remuneration of Mr. Sudhir Mambully, Managing Director of the Company w.e.f. January 3, 2018 for the remaining term as per details given below:-

“Total remuneration payable to Mr. Sudhir Mambully every year, including remaining part of the current term ending on May 8, 2020, shall be fixed by the Board of Directors of the Company from time to time subject to overall maximum remuneration not to exceed Rs. 4,00,00,000 (Indian Rupees Four Crores only) per annum, with full liberty to the Board to fix the remuneration within the above overall limit”,

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to vary, alter, increase, enhance or widen the scope of remuneration and perquisites, to the extent specified in schedule V and other applicable provisions, if any, of the Act as amended from time to time.

RESOLVED FURTHER THAT where in any Financial Year during the currency of the tenure of the Managing Director, the Company has no profits or its profits are inadequate, the Company may pay to the Managing Director the above remuneration as the minimum remuneration by way of salary subject to receipt of the requisite approvals, if any.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any Director of the Company be authorised to do all acts, deeds, matters and things as they may in their absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and to sign and execute all necessary document(s), application(s), returns and writings as may be necessary, proper, desirable or expedient.”

2. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution:

Revision in Remuneration of Mr. Shankar Subramanian, Whole Time Director & CFO of the Company

“RESOLVED THAT pursuant to the provisions of Section 197 read with Schedule V, read with applicable rules thereto and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof) and subject to other requisite approvals, if any, and in accordance with the recommendation of the Nomination and Remuneration Committee of the Board of Directors, the approval of the Company be accorded for revision in the remuneration of Mr. Shankar Subramanian, Whole Time Director & CFO of the Company w.e.f. January 3, 2018 for the remaining term as per details given below:-

“Total remuneration payable to Mr. Shankar Subramanian every year, including remaining part of the current term ending on December 5, 2019, shall be fixed by the Board of Directors of the Company from time to time subject to overall maximum remuneration not to exceed Rs. 2,00,00,000 (Indian Rupees Two Crores only) per annum, with full liberty to the Board to fix the remuneration within the above overall limit”,

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to vary, alter, increase, enhance or widen the scope of remuneration and perquisites, to the extent specified in schedule V and other applicable provisions, if any, of the Act as amended from time to time.

RESOLVED FURTHER THAT where in any Financial Year during the currency of the tenure of the Whole Time Director, the Company has no profits or its profits are inadequate, the Company may pay to the Whole Time Director the above remuneration as the minimum remuneration by way of salary subject to receipt of the requisite approvals, if any.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any Director of the Company be authorised to do all acts, deeds, matters and things as they may in their absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and to sign and execute all necessary document(s), application(s), returns and writings as may be necessary, proper, desirable or expedient.”

By Order of the Board
For HNI Office India Limited
(Formerly BP Ergo Limited)

Shankar Subramanian
Whole Time Director & CFO
DIN:06686949

Website: hni-india.com
Tel. No.: 02240775555.

Fax No.: 02240775588
Date: 05.01.2018

NOTES:

  • A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable.
  • EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013, IN RESPECT OF SPECIAL BUSINESS IS ANNEXED HERETO.
  • ALL DOCUMENTS PREFERRED TO IN THE NOTICE AND EXPLANATORY STATEMENT ARE OPEN FOR INSPECTION AT THE REGISTERED OFFICE OF THE COMPANY DURING OFFICE HOURS ON ALL DAYS EXCEPT SATURDAYS, SUNDAYS AND PUBLIC HOLIDAYS; BETWEEN 11.00 A.M. AND 1.00 P.M. UPTO THE DATE OF THE EXTRA ORDINARY GENERAL MEETING.
  • Route map of the venue of the meeting is separately appended to this notice.

Notice to Shareholders:

For transfer of shares to the Investor Education and Protection Fund (IEPF) Account (As per Section 124(6) of the Companies Act, 2013)

This is to inform you that pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016, which have come into effect from 7th September, 2016, stipulates that shares on which dividend has not been encashed or claimed for seven consecutive years or more, then such shares are to be transferred to the Investor Education and Protection Fund (IEPF), a Fund constituted by the Government of India under Section 125 of the Companies Act, 2013. Adhering to the various requirements set out in the Rules, the Company has communicated individually to the concerned shareholders whose dividend has been transferred and corresponding shares are liable to be transferred to IEPF/ IEPF Suspense Account under the said Rules for taking appropriate action(s) on May 25, 2018.

The Company has uploaded full details of such shareholders and shares due for transfer to IEPF Suspense Account on its website at https://www.hni-india.com/ to verify the details of unclaimed shares liable to be transferred to IEPF/ IEPF Suspense Account.

Shareholders may note that both the unclaimed dividends and the shares transferred to IEPF/ IEPF Suspense Account including all benefits accruing on such shares, if any, can be claimed back by the concerned shareholder from IEPF Authority by making an application in IEPF-5 as prescribed under the Rules. As per the above mentioned rules, only one such request can be made in one year.

The concerned shareholders, holding shares in physical form and whose shares are liable to be transferred to IEPF Suspense Account, may note that the Company would be issuing duplicate share certificate(s) in lieu of the original share certificate(s) held by them for the purpose of transfer of shares to IEPF Suspense Account as per Rules and upon such issue, the original share certificate(s) which stand registered in their name will stand automatically cancelled and be deemed non-negotiable. The shareholders may further note that the details uploaded by the Company on its website should be regarded and shall be deemed adequate notice in respect of issue of the duplicate share certificate(s) by the Company for the purpose of transfer of shares to IEPF Suspense Account pursuant to the Rules.

In case the Company does not receive any communication from the concerned shareholders by August 20, 2018 or such other date as may be extended, the Company shall, with a view to complying with the requirements set out in the Rules, transfer the shares to the IEPF Suspense Account by the due date as per procedure stipulated in the Rules.

For any information/clarifications on this matter, concerned shareholders may contact the Registrar and Transfer Agent – M/s Link Intime India Pvt. Ltd., C-101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai 400053, Tel No. : (022) 49186270, E-mail: iepf.shares@linkintime.co.in.

Click here for the details of shares being transferred to the IEPF.