Persistent Systems Limited
Total Page:16
File Type:pdf, Size:1020Kb
Persistent Systems Limited Dear Member, We are delighted to invite you to attend the Twenty-fifth Annual General Meeting of the Company scheduled to be held on Friday, July 24, 2015 at 11:00 Hrs. (India time) at Persistent Systems Limited, Dewang Mehta Auditorium, Bhageerath, 402 Senapati Bapat Road, Pune 411 016, India. Should you need, pick-up arrangements have been made for you to reach the venue from the following locations in Pune: 1. Corporation Bus Depot 2. Deccan Gymkhana Bus Depot 3. Kothrud Bus Depot 4. Pune Railway Station 5. Swargate Bus Depot If you wish to avail this facility, we request you to please inform your name, pick-up point and contact details on or before Monday, July 20, 2015, by e-mail at ‘[email protected]’ or you may contact: Mr. Amol Undre Associate Senior Manager – Administration Persistent Systems Limited Bhageerath, 402 Senapati Bapat Road, Pune 411 016, India Tel.: +91 (20) 6703 0000 Extn.: 34450 Cell: +91 98228 44 169 Physically challenged members who require any assistance at the venue from within Pune are requested to contact Mr. Amol Undre. Sincerely, Anand Deshpande, Ph.D. Chairman and Managing Director June 13, 2015 PB Annual Report 2014-15 Annual Report 2014-15 1 Notice Loose.indd 1 6/18/2015 9:10:39 PM Persistent Systems Limited Route map to the venue of the 25th Annual General Meeting th Swargate Bus Depot 25 Annual General Meeting Kothrud Airport Friday, July 24, 2015 Gunjan Theatre 1100 Hours (IST) Pune Venue: Persistent Systems Limited Chowk Swargate Dewang Mehta Auditorium, Bhageerath, 402 Senapati Bapat Road, Pune 411 016, India Ahmednagar Rd Saras Baug Bund Garden erwada Y Law College Rd College Law adia college ilak Road aswani W T Ruby Hall Karve Rd Sadhu V Chowk Symboisis College Hospital Jahangir Bhageerath Hotel Bhandarkar Rd. Persistent Systems Le Meriden Station Pune Railway Alka Talkies Chowk Hotel O T JW Marriott Bridge Cafe Goodluck Sai Capital Sambhaji Sambhaji Pune R Senapati Bapat Rd. emple T Chowk Garware J M Road Chaturshrungi F C Road Engineering College University Circle Shivajinagar Railway Station Mumbai - Pune Ganeshkhind Rd. Aundh Rd Hospital Highway Sancheti 2 Annual Report 2014-15 Annual Report 2014-15 3 Notice Loose.indd 2 6/18/2015 9:10:40 PM Persistent Systems Limited Notice NOTICE is hereby given that the TWENTY-FIFTH Annual General Meeting of the Members of Persistent Systems Limited will be held on Friday, July 24, 2015, at 11:00 Hrs. (India Time) at Persistent Systems Limited, Dewang Mehta Auditorium, Bhageerath, 402 Senapati Bapat Road, Pune 411 016, to transact the following business: Item No. Summary of Business to be transacted at the Annual General Meeting Page of Notice No. ORDINARY BUSINESS 1. To receive, consider and adopt; 3 a. Audited Financial Statements, Reports of the Board of Directors and the Auditors thereon, and b. Audited Consolidated Financial Statements 2. To declare a Final Dividend of ` 5.00 per share (Final Dividend of ` 2.50 per share and Special 3 Silver Jubilee Dividend of ` 2.50 per share) for the financial year ended March 31, 2015 3. To ratify the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm 3 Registration No. 117365W/W-100018) as the Joint Statutory Auditors of the Company to hold office up to the conclusion of the 29th Annual General Meeting to be held in the calendar year 2019 4. To ratify the appointment of M/s. Joshi Apte & Co., Chartered Accountants (Firm Registration 3 No. 104370W), Pune as the Joint Statutory Auditors of the Company to hold office up to the conclusion of the 27th Annual General Meeting to be held in the calendar year 2017 SPECIAL BUSINESS 5. To consider and approve an increase in the Authorised Share Capital of the Company 4 6. To consider and approve the alteration of Article No. 160 of the Articles of Association of the 4 Company 7. To consider and approve the re-appointment of Dr. Anand Deshpande (DIN: 00005721), 4 Chairman and Managing Director of the Company as the Managing Director of the Company ORDINARY BUSINESS: 1. To receive, consider and adopt: a) the audited financial statements of the Company for the financial year ended March 31, 2015, the reports of the Board of Directors and Auditors thereon, and b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2015. 2. To declare a Final Dividend of ` 5.00 per share (Final Dividend of ` 2.50 per share and Special Silver Jubilee Dividend of ` 2.50 per share) for the financial year ended March 31, 2015 3. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117365W/W-100018) as the Joint Statutory Auditors of the Company, as approved by the Members at the 24th Annual General Meeting of the Company held on Saturday July 26, 2014, be and is hereby ratified to hold office up to the conclusion of the 29th Annual General Meeting of the Company to be held in the calendar year 2019 (subject to ratification of the appointment by the Members at every Annual General Meeting to be held during their tenure) and that Board of Directors of the Company be and is hereby authorised to fix such remuneration, as may be recommended by the Audit Committee of the Board of Directors for each year during the said period. 4. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder, the appointment of M/s. Joshi Apte & Co., Chartered Accountants (Firm Registration No. 104370W), Pune as the Joint Statutory Auditors of the 2 Annual Report 2014-15 Annual Report 2014-15 3 Notice Loose.indd 3 6/18/2015 9:10:40 PM Persistent Systems Limited Company as approved by the Members of the Company at the 24th Annual General Meeting held on Saturday July 26, 2014, be and is hereby ratified to hold office up to the conclusion of the 27th Annual General Meeting to be held in the calendar year 2017 (subject to ratification of the appointment by the Members at every Annual General Meeting to be held during their tenure) and that the Board of Directors of the Company be and is hereby authorised to fix such remuneration, as may be recommended by the Audit Committee of the Board of Directors for each year during the said period. SPECIAL BUSINESS: 5. Increase in the Authorised Share Capital of the Company To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 13, 61 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company do hereby accord its consent to increase the Authorized Share Capital of the Company from ` 1,12,00,00,000 divided into 11,20,00,000 Equity Shares of ` 10 each to ` 2,00,00,00,000 divided into 20,00,00,000 Equity Shares of ` 10 each and the same shall be in substitution for, and to the entire exclusion of the existing Clause V of the Memorandum of Association of the Company. RESOLVED FURTHER THAT after the above alteration, the altered Clause V of the Memorandum of Association of the Company shall be read as follows: V. The Authorised Share Capital of the Company is ` 2,00,00,00,000 (Rupees Two Hundred Crores) divided into 20,00,00,000 (Twenty Crores only) Equity Shares of ` 10 (Rupees Ten only) each with a power to increase or reduce the capital for the time being of the Company into several classes and to attach hereto respectively preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with regulations of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the regulations of the Company. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds, matters and things as may be required to give effect to this resolution. 6. Alteration of Article No. 160 of the Articles of Association of the Company To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company do hereby accord its consent to alter the Article No. 160 of the Articles of Association of the Company to include ‘the General Reserve Account’ in addition to the Securities Premium Account and the Capital Redemption Reserve Account to apply in paying up of unissued shares to be issued to the Members of the Company as fully paid bonus shares and the same shall be in substitution for, and to the entire exclusion of the existing Article No.