Cinevistaas Limited NOTICE TO THE MEMBERS Notice is hereby given that the Fourteenth Annual General Meeting of the Members of M/s. Cinevistaas Limited will be held on Monday, 26th day of September, 2011, at 11.00 a.m. at Shri Bhaidas Maganlal Sabhagriha, Shri Vile Parle Kelavani Mandal, Vile Parle (W), Mumbai - 400 056 to transact the following business: AS ORDINARY BUSINESS: 1) To receive, consider and adopt the audited Balance Sheet as at 31st March, 2011 and Profit and Loss Account for the year ended on that date, together with the Directors' Report and the Auditors' Report thereon. 2) To appoint a Director in place of Shri. Talat Aziz, who retires by rotation and being eligible, offers himself for reappointment. 3) To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: "RESOLVED THAT M/s. Sarath & Associates, Chartered Accountants, retiring auditors of the Com- pany, be and are hereby re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company on remuneration to be decided by the Board of Directors." SPECIAL BUSINESS 4) To consider and if thought fit, to pass with or without modification(s), the following resolution as an Special Resolution: "RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, Schedule XIII of the Companies Act, 1956, and other applicable provisions of the Companies Act, 1956, or any other modification or re-enactment thereof and pursuant to the recommendation of the Remuneration Com- mittee and Board of Directors and subject to such terms and conditions as may be imposed while granting such approval, if any, the consent of the company be and is hereby accorded for reappoint- ment of Shri Sunil Mehta, as 'Vice-Chairman and Managing Director' of the Company for a period of three years commencing from 1st April, 2011, on the following terms and conditions as contained in the agreement, a draft of which is placed before the meeting and initialed by the Chairman. Remuneration: a) Basic remuneration: Rs. 2,10,000/- (Rupees Two Lakhs Ten Thousand Only) per month as basic salary. b) Motor car: Provision of Motor Car and its maintenance. c) Entertainment Expenses: Reimbursement of actual and properly incurred Entertainment ex- penses by the Managing Director for legitimate business of the company. Any other perquisites, benefits, facilities allowances and expenses as may be decided by the Board from time to time as per the Rules/ Schemes of the company as applicable to the Board Members. The company shall pay or reimburse the appointee for all the cost, charges, expenses, including but not limited to entertainment and travelling that may be incurred by him for the purpose of the legitimate business of the Company. 1 Cinevistaas Limited All payments received by the Managing Director pursuant to his appointment as Managing Director would be subject to applicable statutory deductions including tax deduction at source as applicable under the provisions of the Income Tax Act, 1961 and the rules made there under. FURTHER RESOLVED THAT the Board of Directors of the Company be and are hereby authorized to do all necessary acts, deeds and things as may be necessary to carry on the purpose of aforesaid resolution." 5) To consider and if thought fit, to pass with or without modification(s), the following resolution as an Special Resolution: "RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, Schedule XIII of the Companies Act, 1956, and other applicable provisions of the Companies Act, 1956, or any other modification or re-enactment thereof and pursuant to the recommendation of the Remuneration Com- mittee and Board of Directors and subject to such terms and conditions as may be imposed while granting such approval, if any, the consent of the company be and is hereby accorded for reappoint- ment of Shri Prem Krishen Malhotra as ‘Chairman and Whole-time Director' of the Company for a period of three years commencing from 1st April, 2011, on the following terms and conditions as contained in the agreement, a draft of which is placed before the meeting and initialed by the Chair- man. Remuneration: a) Basic remuneration: Rs. 2,10,000/- (Rupees Two Lakhs Ten Thousand Only) per month as basic salary. b) Motor car: Provision of Motor Car and its maintenance. c) Entertainment Expenses: Reimbursement of actual and properly incurred Entertainment ex- penses by the Whole Time Director for legitimate business of the company. Any other perquisites, benefits, facilities allowances and expenses as may be decided by the Board from time to time as per the Rules/ Schemes of the company as applicable to the Board Members. The company shall pay or reimburse the appointee for all the cost, charges, expenses, including but not limited to entertainment and travelling that may be incurred by him for the purpose of the legitimate business of the Company. All payments received by the Whole-time Director pursuant to his appointment as Whole-time Direc- tor would be subject to applicable statutory deductions including tax deduction at source as appli- cable under the provisions of the Income Tax Act, 1961 and the rules made there under. FURTHER RESOLVED THAT the Board of Directors of the Company be and are hereby authorized to do all necessary acts, deeds and things as may be necessary to carry on the purpose of aforesaid resolution." 6) To consider and if thought fit, to pass with or without modification(s), the following resolution as an Special Resolution: "RESOLVED THAT pursuant to the provisions of section 314 read with Director's Relative (Office or Place of Profit) Rules, 2011 as amended and other applicable provisions, if any, of the Companies Act, 1956 (including any amendments thereto or re-enactment thereof for the time being in force) as well as the approval by the Company's Selection Committee and Board of Directors ("Board"), the consent of 2 Cinevistaas Limited the Company be and is hereby accorded to Smt. Pamma Mehta, a relative of Shri Sunil Mehta, Managing Director of the Company, to hold an office or place of profits as 'Administrative, Creative & Public Relations Officer' of the Company, for a period of five years with effect from 1st October, 2011, on the following terms and conditions as contained in an agreement between the Company as one part and Smt. Pamma Mehta on the other part, a copy whereof initialed by the Chairman is placed before this meeting: Remuneration: a) Salary: Rs. 1,65,000/- (Rupees One Lakh Sixty Five Thousand Only) per month b) Perquisites: She will not be entitled to any perquisites. RESOLVED FURTHER THAT the Board be and is hereby further authorised to do all such acts, deeds and things and execute all such documents, instruments and writings as may be and in the manner required and to delegate all or any of its powers herein conferred to any Committee of Directors or to any Director or to any Officer to give effect to the resolution hereof." 7) To consider and if thought fit, to pass with or without modification(s), the following resolution as an Special Resolution: "RESOLVED THAT pursuant to the provisions of section 314 read with Director's Relative (Office or Place of Profit) Rules, 2011 as amended and other applicable provisions, if any, of the Companies Act, 1956 (including any amendments thereto or re-enactment thereof for the time being in force) as well as the approval by the Company's Selection Committee and Board of Directors ("Board"), the consent of the Company be and is hereby accorded to Smt. Sunita Malhotra, a relative of Shri Prem Krishen Malhotra, Chairman and Shri Sunil Mehta, Managing Director of the Company, to hold an office or place of profit as 'Costume Designer and Stylist' of the Company, for a period of five years with effect from 1st October, 2011, on the following terms and conditions as contained in an agreement between the Company as one part and Smt. Sunita Malhotra on the other part, a copy whereof initialed by the Chairman is placed before this meeting: Remuneration: a) Salary: Rs. 1,65,000/- (Rupees One Lakh Sixty Five Thousand Only) per month b) Perquisites: She will not be entitled to any perquisites. RESOLVED FURTHER THAT the Board be and is hereby further authorised to do all such acts, deeds and things and execute all such documents, instruments and writings as may be and in the manner required and to delegate all or any of its powers herein conferred to any Committee of Directors or to any Director or to any Officer to give effect to the resolution hereof." Registered Office: By order of the Board Plot No. 1, L.B.S. Marg For Cinevistaas Limited Gandhi Nagar Kanjurmarg (W) Mumbai - 400 078. Place: Mumbai. Kilpa Shah Date : 12th August 2011 Company Secretary 3 Cinevistaas Limited Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEM- BER OF THE COMPANY. 2. The instrument appointing a Proxy, in order to be effective, must be received at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting. 3. The Register of Members and Share Transfer Books of the Company will remain closed from 20th day of September 2011 to 26th day of September 2011 (both days inclusive). 4. As per clause 49(IV)(G)(i) of the Listing Agreement entered into with the Stock Exchanges, the brief profiles of the directors appointed and re-appointed, subsequent to retiring by rotation or otherwise, are disclosed in the 'Corporate Governance Report' attached to and forming part of the Directors' Report.