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Annual General Meeting Notice 2018

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Annual General Meeting Notice 2018 NEW DELHI TELEVISION LIMITED NOTICE NOTICE IS HEREBY GIVEN THAT THE 30TH ANNUAL GENERAL MEETING (“AGM”) OF THE MEMBERS OF NEW DELHI TELEVISION LIMITED (“THE COMPANY”) WILL BE HELD ON TUESDAY, SEPTEMBER 25, 2018 AT 3.30 P.M. AT SRI SATHYA SAI INTERNATIONAL CENTRE, PRAGATI VIHAR, BHISHAM PITAMAH MARG, LODHI ROAD, DELHI – 110003 TO TRANSACT THE FOLLOWING BUSINESSES:- ORDINARY BUSINESS: 1. To receive, consider and adopt: a) the audited fi nancial statements of the Company for the fi nancial year ended March 31, 2018, the reports of the Board of Directors and Auditors thereon; and b) the audited consolidated fi nancial statements of the Company for the fi nancial year ended March 31, 2018 and the report of the Auditors thereon. 2. To appoint a Director in place of Dr. Prannoy Roy (DIN: 00025576), who retires by rotation and being eligible, offers himself for re-appointment, by considering and if thought fi t, passing, with or without modifi cation(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, the approval of the members of the Company be and is hereby accorded to re-appoint Dr. Prannoy Roy (DIN: 00025576) as Director of the Company with immediate effect and who shall be liable to retire by rotation.” SPECIAL BUSINESS: 3. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014 (including any statutory modifi cation(s) or re-enactment(s) thereof, for the time being in force), the consent of the members of the Company, be and is hereby accorded to ratify the remuneration of Rs. 4,50,000/- (Rupees Four Lacs Fifty Thousand only), excluding applicable taxes and reimbursement of out of pocket expenses, payable to M/s Sanjay Gupta & Associates, Cost Accountants (Firm Registration No. 000212), Cost Auditors of the Company, for the fi nancial year 2017-18. RESOLVED FURTHER THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014 (including any statutory modifi cation(s) or re-enactment(s) thereof, for the time being in force), the consent of the members of the Company, be and is hereby accorded to ratify the remuneration of Rs. 4,50,000/- (Rupees Four Lacs Fifty Thousand only), excluding applicable taxes and reimbursement of out of pocket expenses, payable to M/s Sanjay Gupta & Associates, Cost Accountants (Firm Registration No. 000212), re-appointed by the Board of Directors of the Company as Cost Auditors of the Company, for the fi nancial year 2018-19. RESOLVED FURTHER THAT Ms. Suparna Singh, CEO, NDTV Group, Mr. Saurav Banerjee, Co- CEO, NDTV Group, Mr. Ravi Asawa, CFO, NDTV Group, Mr. Ranbir Singh, Head of Legal, NDTV Group and Mr. Hemant Kumar Gupta, Company Secretary & Compliance Offi cer of the Company be and are hereby severally authorized to do all such acts, deeds, things and matters as may be considered necessary or incidental for the purpose of giving effect to this resolution.” August 8, 2018 By Order of the Board New Delhi For New Delhi Television Limited Registered Offi ce: 207, Okhla Industrial Estate, Phase III, Hemant Kumar Gupta New Delhi-110020, India Company Secretary & Compliance Offi cer CIN - L92111DL1988PLC033099 M. No.: A19501 Tel: (91-11) 4157 7777, 2644 6666 Fax: (91-11) 4986 2990 Email: [email protected] Web: www.ndtv.com 1 NNDTVDTV AARR NNoticeotice 22017-18.indd017-18.indd 1 330-08-20180-08-2018 11:10:5811:10:58 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE “MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF / HERSELF AND THE PROXY SO APPOINTED NEED NOT BE A MEMBER OF THE COMPANY. THE DULY COMPLETED, STAMPED AND SIGNED PROXY FORM, TO BE EFFECTIVE, SHOULD REACH THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE SCHEDULED TIME OF THE MEETING. BLANK PROXY FORM IS ATTACHED. A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR A MEMBER. THE INSTRUMENT APPOINTING A PROXY SHALL BE IN WRITING AND BE SIGNED BY THE APPOINTER OR HIS/ HER ATTORNEY DULY AUTHORIZED IN WRITING OR, IF THE APPOINTER IS A BODY CORPORATE, BE UNDER ITS SEAL OR BE SIGNED BY AN OFFICER OR AN ATTORNEY DULY AUTHORIZED BY IT. PROXIES SUBMITTED ON BEHALF OF LIMITED COMPANIES, SOCIETIES, PARTNERSHIP FIRMS ETC. MUST BE SUPPORTED BY APPROPRIATE RESOLUTION / AUTHORITY, AS APPLICABLE, ISSUED BY THE MEMBER. 2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, setting out material facts, in respect of the businesses under Item no. 2 of Ordinary business and Item no. 3 of Special business, respectively, as set out above and details required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings issued by The Institute of Company Secretaries of India in respect of Director seeking re- appointment at the Annual General Meeting is annexed hereto and form part of the Notice. 3. The requirement to place the matter relating to ratifi cation of appointment of Statutory Auditors by members at every Annual General Meeting is done away with vide notifi cation dated May 7, 2018 issued by the Ministry of Corporate Affairs. Accordingly, no resolution is proposed for ratifi cation of appointment of Statutory Auditors, who were appointed in the Annual General Meeting, held on August 7, 2015. 4. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, September 15, 2018 to Monday, September 17, 2018 (both days inclusive) Annual General Meeting. 5. i. Members are requested to quote their folio number / DP ID & client ID no. in all correspondence with the Company. ii. Members holding shares in physical form are requested to intimate the following directly to the Company’s Registrar and Share Transfer Agent (RTA): a. Changes, if any, in their address with pin code numbers. b. Quote their ledger folio no. in all their correspondence. c. Members who hold shares in single name and physical form are advised to make nomination as per Section 72 of the Companies Act, 2013, in respect of their shareholding in the Company. iii. Members holding shares in dematerialized form are requested to contact their respective Depository Participants for updation of their addresses and email ID etc. iv. Members / Proxies should bring the duly fi lled Attendance Slip enclosed herewith, at the entrance for attending the meeting. v. Note that no gift or gift coupons will be distributed at the meeting. vi. Requisite registers/ documents shall be open for inspection by members at the registered offi ce of the Company, during the offi ce hours between 1.00 p.m and 3.00 p.m on all working days, excluding Saturdays, prior to the date of the Annual General Meeting and also at the venue of the meeting. 2 NNDTVDTV AARR NNoticeotice 22017-18.indd017-18.indd 2 330-08-20180-08-2018 11:10:5811:10:58 vii. The route map to the venue of the meeting forms part of this Notice. 6. In case Members have any queries about fi nancial statements or operations of the Company, they are requested to send their queries in writing at least 7 working days before the date of the meeting. 7. As an austerity measure, copies of the Annual Report will not be distributed at the Annual General Meeting. Members are requested to bring their attendance slip along with a copy of the Annual Report to the meeting. 8. Due to security reasons bags and other accessories are not allowed to be carried inside the Auditorium. 9. Relevant documents referred to in the accompanying Notice and Explanatory Statement are available for inspection by the members at the registered offi ce of the Company during the offi ce hours between 1.00 p.m. and 3.00 p.m. on all working days, excluding Saturday, prior to the date of the Annual General Meeting and also at the venue of the meeting. 10. The Securities and Exchange Board of India vide Gazette notifi cation dated June 8, 2018, has amended Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pertaining to transfer/transmission of securities in physical form. As per the amendment, transfer of shares in physical from will not be allowed effective December 5, 2018. Accordingly the Members are advised to dematerialse shares held by them in physical form to avail various benefi ts of dematerialization. Members may please note that the trading of the Company’s shares on BSE Limited and The National Stock Exchange of India Limited, is in compulsory demat mode. 11. Members are informed that in case of joint holders attending the meeting, only such joint holder who is higher in order of names will be entitled to vote. 12. The Company has transferred all unpaid/unclaimed dividend declared from time to time on due dates, to the Investor Education and Protection Fund (“IEPF”) of the Central Government.
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