vastu housing finance corporation ltd. vastu housing finance corporation ltd. regd. office: unit nos

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  • VASTU HOUSING FINANCE CORPORATION LTD. Regd. Office: Unit Nos. 203 & 204, 2nd Floor, A wing, Navbharat Estates,Zakaria Bunder Road, Sewri (West) Mumbai 400015.

    Tel: 022-2419 0911 • Email: customercare@vastuhfc.com • Web: www.vastuhfc.com CIN: U65922MH2005PLC272501

    NOTICE TO MEMBERS

    Notice is hereby given that the 14th Annual General Meeting of the Members of the Vastu Housing Finance Corporation Limited will be held at a shorter notice on Wednesday 16th May, 2018 at 4.00 p.m. at the Registered Office of the Company situated at Unit Nos. 203 & 204, 2nd Floor, A wing, Navbharat Estates, Zakaria Bunder Road, Sewri (West) Mumbai – 400 015, India to transact the following business:

    ORDINARY BUSINESS: 1. To receive, consider, approve and adopt the Audited Financial Statements of the Company

    for the financial year ended 31st March, 2018 and Board's Report and Auditors' Report thereon.

    2. To appoint a director in place of Mr. Sudhir Variyar (DIN 00168672), who retires by rotation and being eligible offers himself for re-appointment.

    3. To consider ratification of appointment of M/s. T. R. Chadha & Co LLP, Chartered Accountants, (Firm Registration No. 006711N/N500028) as the Statutory Auditors of the Company pursuant to Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, who have been appointed for a term of 5 years at the Annual General Meeting of the Company held on 15th June, 2016 till the conclusion of the Annual General Meeting for the financial year 2020-21; for the period commencing from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, on such remuneration as may be decided by the Board of Directors of the Company.

    SPECIAL BUSINESS: 4. Re-appointment of Mr. Sandeep Menon (DIN 02032154) as the Managing Director for a

    term of 5 years and approval of remuneration To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:

    “RESOLVED THAT pursuant to Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and subject to such approvals as may be necessary in this regard, Mr. Sandeep Menon (DIN 02032154) be and is hereby re-appointed as the Managing Director of the Company, liable to retire by rotation, to hold office for a further period of 5 (Five) consecutive years commencing from 26th

    mailto:customercare@vastuhfc.com http://www.vastuhfc.com/

  • VASTU HOUSING FINANCE CORPORATION LTD. Regd. Office: Unit Nos. 203 & 204, 2nd Floor, A wing, Navbharat Estates,Zakaria Bunder Road, Sewri (West) Mumbai 400015.

    Tel: 022-2419 0911 • Email: customercare@vastuhfc.com • Web: www.vastuhfc.com CIN: U65922MH2005PLC272501

    August, 2018 till 25th August, 2023 on such terms and conditions as specified in the Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 annexed to this Notice and at a remuneration as under for a period of 3 (Three) consecutive years commencing from 26th August, 2018 till 25th August, 2021:

    Sr. No.

    Particulars Amount (in INR)

    1. Basic Salary 60,00,000

    2. House Rent Allowance 30,00,000

    3. Leave Travel Allowance 10,00,000

    4. Other Allowance 24,91,400

    5. Provident Fund Contribution 7,20,000

    6. Gratuity 2,88,600

    7. Other Reimbursement 15,00,000

    Total 1,50,00,000

    with liberty to the Board of Directors and/or the Nomination and Remuneration Committee of the Company to alter and vary the terms and conditions of the said appointment and/ or remuneration in such manner so as not to exceed the applicable limit specified in Section 197 of the Companies Act, 2013 read with Schedule V of the Companies Act, 2013 (including any statutory modification or re-enactment thereof, for the time being in force), as may be agreed to between the Board of Directors and/or Nomination and Remuneration Committee and Mr. Sandeep Menon. RESOLVED FURTHER THAT in event of no profits or inadequacy of profits, in any financial year, during the term of Mr. Sandeep Menon, the Company shall pay Mr. Sandeep Menon, the existing remuneration as minimum remuneration by way of salary, perquisites and / or allowance, performance based rewards/ incentives exceeding the limit laid down in Schedule V to the Companies Act, 2013, as applicable to the Company or such other limits, as may be prescribed by the Central Government from time to time as to minimum remuneration and in compliance with provisions stipulated therein subject to the ,prior approval of the Central Government if and to the extent necessary. RESOLVED FURTHER THAT if required, necessary approval of the members be obtained for exceeding the limits prescribed under the Companies Act, 2013. RESOLVED FURTHER THAT based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors: a) Managerial remuneration of INR 1,50,00,000/- (Rupees One Crore Fifty Lakhs only) per

    annum as Cost to Company and

    mailto:customercare@vastuhfc.com http://www.vastuhfc.com/

  • VASTU HOUSING FINANCE CORPORATION LTD. Regd. Office: Unit Nos. 203 & 204, 2nd Floor, A wing, Navbharat Estates,Zakaria Bunder Road, Sewri (West) Mumbai 400015.

    Tel: 022-2419 0911 • Email: customercare@vastuhfc.com • Web: www.vastuhfc.com CIN: U65922MH2005PLC272501

    b) One-time performance incentive of INR 1,25,00,000/- (Rupees One Crore Twenty Five Lakhs)

    be paid to Mr. Sandeep Menon, Managing Director for the Financial Year 2017-18. RESOLVED FURTHER THAT Directors of the Company be and are hereby severally authorized to do and perform all such acts, deeds, matters and things, as may be considered necessary, desirable or expedient to give effect to this resolution.”

    5. Approval of Borrowing limits under Section 180(1)(c) of the Companies Act, 2013 To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution: “RESOLVED THAT in supersession of the resolution passed at the Annual General Meeting held on 10th May, 2017 and pursuant to Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, including any statutory modification(s) or re-enactment(s) thereof, approval of the members of the Company be and is hereby accorded to the Board of Directors of the Company and/or the Borrowing and Investment Committee of the Board; to borrow from time to time, any sum or sums of money for the business of the Company from various entities (natural or artificial), including but not limited to financial institutions, co-operative banks, banks, association of persons and other body corporates; by way of advances, loans, issue of debentures/ bonds and/ or other instruments or otherwise, including by way of external commercial borrowings in foreign denominated currencies from any foreign sources/foreign countries as prescribed by statutory guidelines in this regard, if any, in such manner and upon such terms and conditions and with or without security, as may be deemed necessary and prudent by the Board or the Committee for the purposes of the Company, which, together with the money or monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business) and outstanding may exceed the aggregate paid- up share capital of the Company and its free reserves, provided however that the total amount up to which monies may be borrowed by the Board of Directors or the Borrowing and Investment Committee and outstanding at any time, shall not exceed the limit of INR 20,00,00,00,000/- (Rupees Two Thousand Crore only). RESOLVED FURTHER THAT Board of Directors of the Company and/or ALCO Committee be and are hereby severally authorised to submit annual borrowing plan not exceeding INR 20,00,00,00,000/- (Indian Rupees Two Thousand Crore only) to the National Housing Bank (“NHB”) for availing refinance facility. RESOLVED FURTHER THAT Directors of the Company, be and are hereby severally authorised to do all such acts, deeds, matters and things as may be necessary expedient and incidental thereto for giving effect to this resolution.”

    mailto:customercare@vastuhfc.com http://www.vastuhfc.com/

  • VASTU HOUSING FINANCE CORPORATION LTD. Regd. Office: Unit Nos. 203 & 204, 2nd Floor, A wing, Navbharat Estates,Zakaria Bunder Road, Sewri (West) Mumbai 400015.

    Tel: 022-2419 0911 • Email: customercare@vastuhfc.com • Web: www.vastuhfc.com CIN: U65922MH2005PLC272501

    6. Creation of charge on properties of the Company pursuant to Section 180(1)(a) of the Companies Act, 2013 To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution: “RESOLVED THAT in supersession of the resolution passed at the Annual General Meeting

    held on 10th May, 2017 and pursuant to Section 180(1)(a) and other applicable provisions

    if any, of the Companies Act, 2013 including any statutory modification(s) or re-

    enactment(s) thereof, consent of the members of the Company be and is hereby accorded

    to pledge, mortgage and/or charge in all or any part of the moveable or im