NOTICE CIN: L67120MH1997PLC112443 Regd. Office: Marathon Futurex, 25th floor, A-Wing, Mafatlal Mills Compound, N.M Joshi Marg, Lower Parel, Mumbai 400013. NOTICE is hereby given that the Twentieth Annual 3. To reappoint Shri C. Venkat Nageswar as Director General Meeting of the Members of the Central liable to retire by rotation and in this connection Depository Services (India) Limited will be held to consider and if thought fit, to pass the following on Monday, the 20th day of August, 2018 at 4.00 resolution as an Ordinary Resolution: pm at Mini Theatre, 3rd Floor, P. L. Deshpande Maharashtra Kala Academy, Ravindra Natya Mandir, “RESOLVED THAT pursuant to provisions of Near Shri Siddhivinayak Ganapati Mandir, Sayani section 152 and other applicable provisions of the Road, Prabhadevi, Mumbai – 400025 to transact the Companies Act, 2018, the approval of members following business: of the Company be and is hereby accorded to the reappointment of Shri C. Venkat Nageswar (DIN ORDINARY BUSINESS: 07234179) as a director.” 1. To receive, consider and adopt the audited standalone and consolidated financial statements 4. To appoint Statutory Auditors and fix their of the Company for the year ended as on March 31, remuneration and in this connection, to consider 2018 along with the reports of Board of Directors and if thought fit, to pass the following resolution and Auditors thereon and in this connection to as an Ordinary Resolution: consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT M/s. S. R. Batliboi & Co, LLP with Registration No. 301003E/E300005 “RESOLVED THAT (a) the Audited Financial who have offered themselves as eligible under Statements of the Company for the financial section 139(1) and 141 of the Companies Act, year ended March 31, 2018 including the 2013 for appointment as Statutory Auditors of Audited Balance Sheet as at March 31, 2018 and the Company, be and are hereby appointed as Statement of Profit & Loss for the year ended on statutory auditor, from the conclusion of the th th that date and the Reports of the Board of Directors ensuing 20 Annual General Meeting till 24 and Auditors thereon; and (b) the Consolidated Annual General Meeting, subject to ratification Audited Financial Statements of the Company at every AGM, at remuneration of ` 16,00,000 as for the financial year ended March 31, 2018 statutory audit fees and tax audit fees exclusive including the Audited consolidated Balance Sheet of applicable taxes and other out of pocket as at March 31, 2018 and consolidated Statement expenses, which shall be reimbursed at actuals of Profit & Loss for the year ended on that date with additional function of Reporting on Internal and the Report of the Auditors thereon along with Financial Controls as required under section all annexures as laid before this Annual General 143(3)(i) of the Companies Act, 2013.” Meeting be and are hereby received, considered and adopted.” SPECIAL BUSINESS: 5. Appointment of Shareholder Director Shri 2. To declare dividend on equity shares of the K.V. Subramanian Company for FY 2017-18 and in this connection To consider and if thought fit, to pass the following to consider and if thought fit, to pass the following resolution as an Ordinary Resolution: resolution as an Ordinary Resolution: “RESOLVED THAT Shri K.V. Subramanian, “RESOLVED THAT a dividend at the rate of who was appointed as an Additional Director on ` 3.50 per share on the equity capital of the August 28, 2017 by the Board pursuant to the company for the year ended March 31, 2018 be provisions of Section 161(1) of the Companies paid to those shareholders whose names appear Act, 2013 and whose appointment was approved on the register of members / register of beneficial by shareholders by way of Postal Ballot on owners, as the case may be, on the record date.” December 21, 2017 and by SEBI on February CDSL | 171 NOTICE 14, 2018 and whose term expires at the ensuing employer’s PF contribution and gratuity to Annual General Meeting of the Company and for be fixed at` 1,32,66,418/- as detailed below: whose appointment the Company has received a Particulars Amount (Rs.) notice under Section 160(1) of the said Act from a member proposing the candidature of Shri Basic 6,02,555 K.V. Subramanian for the office of a Director of HRA 3,01,278 the Company, be and is hereby appointed as a MA 50,213 Director of the Company subject to retirement by Gross 9,54,046 rotation”. PF 72,307 6. Approval for Re-appointment and Monthly total 10,26,353 remuneration of Shri P.S. Reddy as MD & CEO Yearly total 1,23,16,235 for 1 year w.e.f. April 1, 2018. LTA 6,02,555 To consider and if thought fit, to pass the following Gratuity 3,47,628 resolution as an Ordinary Resolution: CTC 1,32,66,418 “RESOLVED THAT upon recommendations of iii. Performance Linked Bonus (PLB) / Nomination and Remuneration / Compensation variable pay: Committee (“NRCC”) and approvals given by the Performance Linked Bonus (PLB) / variable Board of Directors of the Company and SEBI vide pay, if any, by whatever name called, as its letter dated March 28, 2018 for reappointment may be approved by the Board, be paid each and remuneration of Shri P.S. Reddy as MD & year to Shri Reddy on the recommendation CEO, the approval of the shareholders be and is of Nomination and Remuneration/ hereby given, subject to the provisions of section Compensation Committee which shall be 196, 197, 198 and 2013 read with Schedule V and exclusive of the annual compensation as all other applicable provisions of the Companies given above. Provided that the Board or the Act, 2013 and the Companies (Appointment and Committee, as the case may be, may fix the Remuneration of Managerial Personnel) Rule, actual Variable Pay in each year depending 2014, for the reappointment of Shri P. S. Reddy upon his performance level at such amount as the Managing Director and Chief Executive and at such proportion as may be decided by Officer of the Company for 1 year w.e.f. April 1, the Board/ or NRC subject to condition that 2018. the final Variable Pay shall not exceed one- third of final Total Pay for the respective year RESOLVED FURTHER THAT his reappointment as stipulated by SEBI. 50% of the amount so be approved on the following remuneration and decided shall be payable on deferred basis will be subject to the following brief terms and after three years. conditions. iv. Perquisites: Terms of Appointment: In addition to the above, MD & CEO shall be i. As the Managing Director & CEO, Shri P.S. entitled to the following perquisites: Reddy shall, subject to the supervision, guidance and control of the Board of a) Shri Reddy will also be eligible to Directors, manage the business and affairs get benefits like chauffer driven car of the Company. maintained at the expenses of the Company. ii. Salary: His remuneration including Basic b) Company maintained landline at Salary, HRA, medical allowance, LTA, residence and mobile phone along with net connectivity as per the Company policy. 172 | Annual Report 2017-18 c) Premium for mediclaim and PA policies g) MD & CEO shall not be entitled to any at actuals as available to the employees, sitting fees for attending meetings of the as per the Company’s rules. Board or any of its Committees. h) The total remuneration including v. Other terms and conditions: performance linked bonus, if any, a) Contribution to Provident and Pension will be subject to the monetary ceiling Fund(s) as per the Employees Provident prescribed under Companies Act, 2013. Funds & Miscellaneous Provision Act, 1952 and Company policy i) Notwithstanding anything to the contrary contained herein, where in any financial Explanation: Contribution to Provident year during the currency of the tenure and Pension Fund(s) will not be included of the appointee, the Company has no in the computation of the ceiling on profit or its profits are inadequate, the remuneration payable to MD & CEO Company may pay him, remuneration to the extent these either singly or put by way of salary, allowances and together are not taxable under the perquisites not exceeding the ceiling Income-tax Act, 1961. laid down in Schedule V and as may be b) Gratuity at a rate not exceeding half decided by the Board of Directors of the month’s Basic Salary for each completed Company. year of service or part thereof in excess j) The appointment may be terminated of six months with the Company. at any time by either party giving to However, gratuity payable at a rate not the other party three months’ notice in exceeding half a month’s Basic Salary writing of such termination or as may be for each completed year of service shall decided by the Board. not be included in the computation of the ceiling on remuneration payable to “RESOLVED FURTHER THAT the amount and MD & CEO. manner of payment of variable pay will be subject c) Leave with full pay and allowances to guidelines issued by SEBI from time to time.” as per the Company’s Service Rules. Such leave will be permitted to be “RESOLVED FURTHER THAT the Chairman accumulated in accordance with the /Chief Financial Officer /Company Secretary Company’s Service Rules in force from jointly or severally be and is hereby authorised time to time. to do all such acts, deeds, matters and things as it may consider necessary, expedient or desirable d) Leave Encashment as per the Leave in order to give effect to this Resolution.” Rules of the Company.