In terms of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company is pleased to provide its Members with the facility to exercise their right to vote by electronic means through M/s Karvy Computershare Private Limited in respect of the businesses to be transacted at the 52nd Annual General Meeting. The instructions for e-voting are as under: A. In case of a Member receiving an email from Karvy [for Members whose email IDs are registered with the Company/ Depository Participant(s)]:
Launch internet browser by typing the URL: https://evoting.karvy.com.
Enter the login credentials (i.e., User ID and password mentioned). Your Folio No./ DP ID-Client ID will be your User ID. However, if you are already registered with Karvy for e-voting, you can use your existing User ID and password for casting your vote.
After entering these details appropriately, click on "LOGIN".
If you are logging for the first time, you will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
You need to login again with the new credentials.
On successful login, the system will prompt you to select the "EVENT" i.e., Bharat Heavy Electricals Limited.
On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date (i.e. 15th September, 2016) under "FOR/AGAINST" or alternatively, you may partially enter any number in "FOR" and partially in "AGAINST" but the total number in "FOR/AGAINST" taken together should not exceed your total shareholding as mentioned. You may also choose the option ABSTAIN. If the shareholder does not indicate either "FOR" or "AGAINST" it will be treated as "ABSTAIN" and the shares held will not be counted under either head.
Shareholders holding multiple folios/ demat accounts shall choose the voting process separately for each folios/ demat accounts.
Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item it will be treated as abstained.
You may then cast your vote by selecting an appropriate option and click on "Submit".
A confirmation box will be displayed. Click "OK" to confirm else "CANCEL" to modify. Once you confirm, you will not be allowed to modify your vote. During the voting period, Members can login any numbers of times till they have voted on the Resolution(s).
Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI, etc.) are required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter, etc. together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at email@example.com with a copy marked to firstname.lastname@example.org. The scanned image of the above mentioned documents should be in the naming format "Corporate Name_ EVENT NO."
B. . In case of Members receiving physical copy of the AGM Notice by Post [for Members whose email IDs are not registered with the Company/ Depository Participant(s)]:
User ID and password mentioned.
Please follow all steps from Sr. No. (i) to (xii) as mentioned in (A) above, to cast your vote.
(1) Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice of the AGM and holding shares as on the cut-off date i.e. 15th September, 2016, may obtain the User ID and password by sending a request to M/s Karvy at: email@example.com or call: 040-67161506. However, if a person is already registered with M/s Karvy for e-voting then existing User ID and password can be used for casting the vote.
(2) The e-voting period commences on Monday, September 19, 2016 at 9.00 A.M. and ends on Wednesday, September 21, 2016 at 5.00 P.M. During this period, the Members of BHEL holding shares in physical form or in dematerialized form, as on the cut-off date, September 15, 2016, may cast their vote by electronic means in the manner and process stated. The e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. Further, the Members who have cast their vote electronically shall not vote by way of poll, if held at the Meeting.
(3) In case of any query/ grievances pertaining to e-voting, please visit Help & FAQ's section of https://evoting.karvy.com (Karvy's website) or contact Karvy Computershare Private Limited at Ms. Laxmi Rajyam, Dy. Manager, Email id: firstname.lastname@example.org, Tel No.: 040-67161564 or 18003454001 (toll free).
(4) The voting rights of the Members shall be in proportion to their shares of the paid up equity share capital of BHEL, as on the cut-off date, September 15, 2016.
(5) The Board of Directors has appointed Ms. Ashu Gupta of M/s Ashu Gupta & Co., Company Secretaries as a Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
(6) The result of voting will be declared within 48 hours of the conclusion of the AGM. The result declared along with the consolidated scrutinizers report shall be placed on the website of BHEL (www.bhel.com) and on the website of Karvy (https://evoting.karvy.com). The result shall simultaneously be communicated to the BSE Limited and the National Stock Exchange of India Limited.
PROCEDURE FOR CLAIMING UNPAID DIVIDEND BY SHAREHOLDERS IN CASE SAME HAS NOT BEEN TRANSFERRED TO IEPF
In case a shareholder has not been able to receive dividend for any of the last seven years and which has not yet been transferred to the Investor Education & Protection Fund (IEPF), he /she can claim for this unpaid dividend through the following procedure:
In case outdated Dividend Warrant (DW)/Demand Draft (DD) pertaining to the relevant years is available with the shareholder, he/she can send the same to RTA with a request letter for reissue. After due verification by RTA, a fresh DD will be issued/ obtained and sent to the shareholder.
I. In case DW/DD pertaining to the relevant years is not available with the shareholder, he /she can claim for this unpaid dividend by sending a request to RTA alongwith the following details/documents:
Folio number/Client ID & DP-ID
Period for which dividend has not been received
3. Indemnity Bond in the prescribed form (For copy of Indemnity Bond please click here)
On receipt of this RTA will verify the particulars and thereafter issue a DD against the outstanding balance in its unpaid dividend accounts with the respective bankers.
As per, Section 124(5) of the Companies Act 2013, any dividend amounts, which remains unpaid or unclaimed for a period of 7 years from the date they became due for payment, shall be finally transferred by the company to the IEPF.
The request letter should be signed by the shareholder irrespective of the fact if the shares are held in physical form or in demat. In case of physical holdings, request will be processed if signatures are matching with the specimen available in BHEL records.
Request for reissue and/or duplicate will be entertained if all the details of the shareholder(s) i.e. signature, address and Bank details are matching with the details registered with BHEL.
In case of any change in address and / or bank details, the shareholder has to get these changes registered and only thereafter, the request for reissue or duplicate will be entertained. In case of shareholders holding shares in demat, the Client Master List should be provided by shareholders to RTA reflecting the current detail for processing the request.
"Notice is hereby given, pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, that a meeting of the Board of Directors of BHEL will be held on Wednesday, the 7th September, 2016, interalia, to consider and approve the Unaudited Financial Results of the Company for the quarter ended 30th June, 2016.
In view of the aforesaid Board Meeting, Trading Window for Designated Employees etc. shall remain closed from 28th August to 9th September, 2016.
Shri Atul Sobti Chairman & Managing Director Office Address
Bharat Heavy Electricals Limited,
"BHEL House", Siri Fort,
New Delhi-110 049.
Shri Roshan Lal Sobti
PART TIME OFFICIAL DIRECTORS
Dr. Subhash Chandra Pandey Additional Secretary & Financial Adviser, Office Address
Department of Industrial Policy and Promotion,
Ministry of Commerce and Industry,
Fax : 011-23062101
Email : email@example.com
Late Shri Karuna Shankar Pandey
PART TIME NON OFFICIAL DIRECTORS
Ms. Harinder Hira Part-time Non-official Director Office Address
Misty Haven, Murray Field Estate,
information data is provided for information only and is not intended for trading
purposes. BHEL shall not be liable for any errors or delays in the information
provided, or for any actions taken in reliance thereon."
Terms & Conditions of Appointment of Independent Directors
Part-time Non-official (Independent) Directors are appointed pursuant to the order of the Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Government of India for a period of three years. Independent Directors are required to comply with the requirements of the "Code of Business Conduct & Ethics for Board Members and Senior Management Personnel", "Code of Conduct for Prevention of Insider Trading" and the "Charter for the Board of Directors" approved by the BHEL Board. Independent Directors are also required to observe certain Dos & Don'ts for Independent Directors (approved by the Board of BHEL) in the course in performance of their duties as Independent Directors apart from the requirements and duties enumerated for them in the Companies Act, 2013. Independent Directors are entitled to a sitting fee @ Rs. 20,000/- per Board Meeting and Rs. 15,000/- per Board Level Committee Meeting attended by them. Independent Directors are not eligible for any profit related commission or stock option.
Transcripts of Conference Calls
Transcript of the Conference Call addressed by CMD and Director (Finance) BHEL on Nov 6, 2015....more