SMC Global Securities Ltd. ® Registered Office: 11/6B, Shanti Chamber, Pusa Road, New Delhi - 110005 E-mail - [email protected] Website - www.smcindiaonline.com NOTICE OF 19TH ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Nineteenth Annual General AS ORDINARY RESOLUTION: Meeting of the Members of SMC Global Securities Limited will 6. Appointment of Mr. Chandra Wadhwa as Director be held at URDU GHAR 212, Rouse Avenue, Deen Dayal Upadhyaya Marg, New Delhi 110002 on Saturday the 28th "RESOLVED THAT pursuant to the provisions of Section Day of September, 2013 at 10.15 A. M. for transaction of the 257 and other applicable provisions (including any following businesses : modification or re-enactment thereof), if any, of the Companies Act, 1956, and subject to the approval of ORDINARY BUSINESS : shareholders in general meeting, Mr. Chandra Wadhwa, 1. To consider and adopt the Accounts of the Company for who was appointed as an Additional Director on 3rd the financial year ended 31st March, 2013, the Balance September, 2012 in the meeting of the Board of Directors Sheet as at that date and the Reports of the Directors and and whose term expires at the ensuing Annual General Auditors thereon. Meeting of the Company and for the appointment of whom the Company has received a notice in writing 2. To appoint a Director in place of Mr. Finney Cherian, who proposing his candidature for the office of the Director, be retires by rotation and being eligible, offers himself for re- and is hereby appointed as an Independent and Non- appointment. Executive Director of the Company and the period of his 3. To appoint a Director in place of Mr. Narain Dass Gupta, office is liable to determination by retirement of Directors who retires by rotation and being eligible, offers himself by rotation." for re- appointment. 7. Appointment of Mr. Hari Das Khunteta as Director 4. To appoint a Director in place of Mr. R.C. Jindal, who "RESOLVED THAT pursuant to the provisions of Section 257 retires by rotation and being eligible, offers himself for re- and other applicable provisions (including any modification appointment. or re-enactment thereof), if any, of the Companies Act, 5. To appoint Statutory Auditors and fix their remuneration 1956, and subject to the approval of shareholders in and in this regard to consider and if thought fit, to pass general meeting, Mr. Hari Das Khunteta, who was with or without modification(s) the following resolution appointed as an Additional Director on 12th October, 2012 as Ordinary Resolution: in the meeting of the Board of Directors and whose term expires at the ensuing Annual General Meeting of the RESOLVED THAT M/s Atul & Rajinder, Chartered Company and for the appointment of whom the Company Accountants (Firm Registration No. 005402N), the has received a notice in writing proposing his candidature retiring auditors, be and are hereby appointed as the for the office of the Director, be and is hereby appointed as Statutory Auditors of the Company to hold office from an Independent and Non-Executive Director of the conclusion of this Annual General Meeting till the Company and the period of his office is liable to conclusion of next Annual General Meeting of the determination by retirement of Directors by rotation." Company, at a remuneration as may be decided by the Board of Directors. AS SPECIAL RESOLUTION: SPECIAL BUSINESS: 8. Re-appointment of Mr. Ajay Garg as Whole-Time Director of the Company To consider, and if thought fit, to pass, with or without modification(s), the following resolution: RESOLVED THAT in accordance with the provisions of Section 198, Section 269, Section 309, Section 310, 01 SMC GLOBAL SECURITIES LIMITED | AGM NOTICE 2012-13 Section 311, Section 317 read with Schedule XIII and 9. Re-appointment of Mr. Anurag Bansal as Whole-Time deeds, matters and things as it may in its absolute other applicable provisions, if any, of the Companies Act, Director of the Company discretion, deem necessary, proper or desirable and to 1956, (including any statutory modification or re- settle any question(s), difficulty(s) or doubt(s) that may RESOLVED THAT in accordance with the provisions of enactment thereof) and subject to the approval of the arise in this regard. Section 198, Section 269, Section 309, Section 310, Central Government, if necessary, and such other Section 311, Section 317 read with Schedule XIII and By order of the Board approvals, permissions and sanctions, as may be required, other applicable provisions, if any, of the Companies Act, and subject to such conditions and modifications, as may Sd/- 1956, (including any statutory modification or re- be prescribed or imposed by any of the authorities in enactment thereof) and subject to the approval of the Suman Kumar granting such approvals, permissions and sanctions, the Central Government, if necessary, and such other {E.V.P. (Corporate Affairs) & Company Secretary} consent of the Company be and is hereby accorded for the approvals, permissions and sanctions, as may be required, re-appointment of Mr. Ajay Garg as Whole-Time Director Date: 12th August, 2013 and subject to such conditions and modifications, as may of the Company, whose office is liable to retire by rotation, Place: New Delhi be prescribed or imposed by any of the authorities in for a further period of 5 years from 28th Day of March, granting such approvals, permissions and sanctions, the 2014 to 27th Day of March, 2019, on a Monthly consent of the Company be and is hereby accorded for the remuneration of ` 2,50,000/- (Rupees Two Lacs Fifty re-appointment of Mr. Anurag Bansal as Whole-Time Notes: Thousands Only) (including the components of Director of the Company, whose office is liable to retire by remuneration which shall not be considered in computing rotation, for a further period of 5 years from 28th Day of 1. The Explanatory statement pursuant to Section 173(2) of electronic mode (Dematerialized form) are liable for the ceiling on minimum remuneration) which will be March, 2014 to 27th Day of March, 2019, on a Monthly the Companies Act, 1956, is given below and forms part of verification with the specimen signatures as may be considered as the minimum remuneration paid to him remuneration of ` 2,50,000/- (Rupees Two Lacs Fifty the Notice. furnished by NSDL/ CDSL to the Company. Such members pursuant to the provisions of and ceiling limits prescribed Thousands Only) (including the components of are requested to bring their Demat A/c number that is Client under Section II of Part II of Schedule XIII of the Companies 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE remuneration which shall not be considered in computing ID No. (Beneficiary Owners A/c with DP) and DP ID also. Act, 1956. MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND the ceiling on minimum remuneration) which will be AND VOTE (ON A POLL ONLY) INSTEAD OF HIMSELF / 9. Members have facility for dematerializing equity shares of FURTHER RESOLVED THAT the Company shall have the considered as the minimum remuneration paid to him HERSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF the Company with National Securities Depository Ltd. and absolute discretion to pay bonus to Mr. Ajay Garg, in pursuant to the provisions of and ceiling limits prescribed THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST Central Depository Services (India) Ltd. The ISIN No. addition to his Monthly remuneration. under Section II of Part II of Schedule XIII of the Companies BE RECEIVED AT THE REGISTERED OFFICE OF THE allotted to the Company is INE103C01036. Any member Act, 1956. FURTHER RESOLVED THAT the Board of Directors of the COMPANY NOT LESS THAN 48 HOURS BEFORE THE desirous of dematerializing his holding may do so through Company be and is hereby authorised to fix, vary or FURTHER RESOLVED THAT the Company shall have the COMMENCEMENT OF THE MEETING (Annexure A-1). any Depository Participant. increase the Monthly remuneration of Mr. Ajay Garg upto absolute discretion to pay bonus to Mr. Anurag Bansal, in 3. Corporate Members intending to send their authorized 10. Members are requested to visit the website of the ` 4,00,000/- (Rupees Four Lacs Only) per month on the addition to his Monthly remuneration. representatives to attend the meeting are requested to Company 'www.smcindiaonline.com' for viewing the recommendation of the Remuneration Committee and in FURTHER RESOLVED THAT the Board of Directors of the send a certified copy of the Board Resolution/Power of quarterly & annual financial results and for more accordance with the Schedule XIII and other applicable Company be and is hereby authorised to fix, vary or Attorney authorizing their representative to attend and information about the Company. provisions of the Companies Act, 1956, as it may deem fit increase the Monthly remuneration of Mr. Anurag Bansal vote on their behalf at the meeting. from time to time. 11. Members may please note that all investor related upto ` 4,00,000/- (Rupees Four Lacs Only) per month on 4. Pursuant to Section 154 of the Companies Act, 1956, and communication may be addressed to the Registrar and FURTHER RESOLVED THAT where in any financial year the recommendation of the Remuneration Committee Clause 16 of the Listing Agreement, the Register of Share Transfer Agent at the following address: during the currency of his tenure, the Company has no and in accordance with the Schedule XIII and other Members and Share Transfer Books of the Company will Link Intime India Pvt. Ltd. profits or its profits are inadequate, the Company may, for applicable provisions of the Companies Act, 1956, as it remain closed from Tuesday the 24th Day of September, Unit: SMC Global Securities Ltd.