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Trusted Since 1906

National Insurance Company Limited


(CIN: U10200WB1906GOI001713)
Registered & Head Office: 3, Middleton Street, Kolkata – 700 071
Telephone No. 033-2283-1717; Fax No. 033-2283-1717/1712
Website: www.nationalinsuranceindia.com

NOTICE OF 111TH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 111th Annual General Meeting of the
Members of National Insurance Company Limited will be held on Friday, 28th
September 2018 at 3.00 p.m. at the Registered Office of the Company at 3,
Middleton Street, Kolkata-700071 to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements


including Consolidated Accounts of the Company for the financial year
ended 31st March 2018 together with the Reports of the Board of Directors
and Auditors thereon.

2. To authorize the Board of Directors to fix the remuneration of Statutory


Auditors, to be appointed by the Comptroller & Auditor General of India
for the financial year 2018-19.

SPECIAL BUSINESS:

3. To consider and, if thought fit, to pass with or without modification, the


following resolution as an Ordinary Resolution:
“RESOLVED THAT Shri Sivaraman Mahadevan (DIN:02045100), who
was appointed as an Additional Director of the Company pursuant to
Section 161(1) of the Companies Act, 2013 w.e.f. 29th September 2017
(designated as a Part-time Non-official Director as per Ministry’s Order
no. A-15011/03/2015-Ins.I dated 29th September 2017) to hold office upto
the date of this Annual General Meeting of the Company be and is hereby
appointed as an Independent Director of the Company in terms of
Section 149 & 152(2) and any other applicable provisions of the
Companies Act, 2013 and the Rules made there under (including any
statutory modification(s) or re-enactment thereof for the time being in
force).

4. To consider and, if thought fit, to pass with or without modification, the


following resolution as an Ordinary Resolution:
“RESOLVED THAT Shri Sudhakar Pahi (DIN: 07955416), who was
appointed as an Additional Director of the Company pursuant to Section
161(1) of the Companies Act, 2013 w.e.f. 29th September 2017 (designated
as a Non-official Director as per Ministry’s Order no. A-15011/03/2015-
Ins.I dated 29th September 2017) to hold office upto the date of this Annual
General Meeting of the Company be and is hereby appointed as an
Independent Director of the Company in terms of Section 149 & 152 (2)
and any other applicable provisions of the Companies Act, 2013 and the
Rules made there under (including any statutory modification(s) or re-
enactment thereof for the time being in force).

Place: Kolkata
Dated: 20th September 2018
Notes:
1. A Member entitled to attend and vote at the Annual General
Meeting is entitled to appoint another person, whether a Member or
not, as his proxy to attend the meeting and vote thereat instead of
himself.
2. The instrument appointing a proxy or any other authority, if any, can
be deposited at the registered office of the Company not less than 48
hours before the time for holding the meeting.
3. The relevant Explanatory Statement pursuant to Section 102 of the
Companies Act, 2013, in respect of special business, given in this
Notice is annexed hereto.
Annexure to the Notice
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE
COMPANIES ACT, 2013
Item No. 3:
Shri Sivaraman Mahadevan (DIN:02045100) was appointed as a Director of
the Company by Government of India, Ministry of Finance vide Order no. A-
15011/03/2015-Ins.I dated 29th September 2017 and was accordingly
appointed as an Additional Director of the Company in terms of the
provision of Section 161(1) of the Companies Act, 2013 w.e.f. 29th September
2017 to hold office upto the date of this Annual General Meeting of the
Company.

The Directors recommend the resolution for your approval as an Ordinary


Resolution.

Shri Sivaraman Mahadevan and his relatives are interested in the resolution
relating to his appointment. None of the other Directors or Key Managerial
Personnel or any of their relatives is in any way concerned or interested in
this resolution.
Item No. 4:
Shri Sudhakar Pahi (DIN: 07955416) was appointed as a Director of the
Company by the Government of India, Ministry of Finance vide Order no. A-
15011/03/2015-Ins.I dated 29th September 2017 and was accordingly
appointed as an Additional Director of the Company in terms of the
provision of Section 161(1) of the Companies Act, 2013 w.e.f. 29th September
2017 to hold office upto the date of this Annual General Meeting of the
Company.

The Directors recommend the resolution for your approval as an Ordinary


Resolution.

Shri Sudhakar Pahi and his relatives are interested in the resolution relating
to his appointment. None of the other Directors or Key Managerial Personnel
or any of their relatives is in any way concerned or interested in this
resolution.