tJ'$i Security and Intelligence l/tstoN 2020 Services (lndia) Limited -BIGGER E BETTEF- A I'lark€t Leader n Seclriry Date: June 4,2019 National Stock Exchange of India Limited BSE Limited Exchange Plaza Phiroze Jeejeebhoy Towers C- I . Block G. Bandra Kurla Cn,''',t., Dalal Street Bandra 1E). Vumbai-+000i Mumbai-400001 NSE Symbol: SIS BSE Code: 540673 Dear Sir/Madam, Sub: Notice of Annual General Meeting & Annual Report 20lg_19 The thirty -fifth Annual General Meeting ('AGM') of the company will be held on Friday, June 28, 2019 at 12.30 p.m. at Hotel Maurya, Fraser Road, South Gandhi Maidan, patna _ g00 001 . Pursuant to Regulation 34(l) Securities of Exchange Board of India (Listing obligations and Disclosure Requirements) Requlations, 2015 ('sEBI Listing Regulations,,), we are submittrng herewith the Annual Report of the company along with the Notice of AGM for the financial year 2018-19 which is being despatched / sent to the members by the permitted mode(s). This is for your information and records. Thankins vou. Yours Faithfully, For Security and In T-\ (India) Limited Pushpalatha K Company Secretary Address lor correspondence: #106 Ramanashree Arcade 1st Flo0r l g [/].G. Hoad Bangal0re _ 560001 pa Registered otfice:Annap00rna Bhawan, iputra Telephone Exchano€ Road, Kurji, patna 800010Bihar Website: www.sisindia.com Tet: +91 O0 2559 080.1 CtN: 1752308R1 985p1C002083 SECURITY AND INTELLIGENCE SERVICES (INDIA) LIMITED CIN: L75230BR1985PLC002083 Regd. Office: Annapoorna Bhawan, Telephone Exchange Road, Kurji, Patna-800 010 Ph. No. +91 612 226 6666 Fax. +91 612 226 3948 website: www.sisindia.com E-mail: [email protected] THIS NOTICE FORMS AN INTEGRAL PART OF THE ANNUAL REPORT 2018-19 NOTICE is hereby given that the 35th Annual General Meeting RESOLVED FURTHER THAT, notwithstanding anything (AGM) of Security and Intelligence Services (India) Limited to the contrary herein contained where in any financial will be held on Friday, June 28, 2019 at 12:30 p.m. at Hotel year during the tenure of the Chairman, the Company has Maurya, Fraser Road, South Gandhi Maidan, Patna - 800 001, no profits or its profits are inadequate, the Company will Bihar to transact the following businesses: pay remuneration by way of salary including perquisites and allowances, as specified under Schedule V to the ORDINARY BUSINESS: Companies Act, 2013 or in accordance with any statutory 1. To receive, consider and adopt: modification(s) thereof. a. the audited financial statements of the Company RESOLVED FURTHER THAT the Board of Directors be for the financial year ended March 31, 2019 and and are hereby severally authorised to do all such acts, the reports of the Board of Directors and the deeds, matters and things as may be deemed necessary, Auditors thereon; and proper or desirable in this regard.” b. the audited consolidated financial statements of the 6. Approval for continuation of directorship of Company for the financial year ended March 31, 2019 Mr. Devdas Apte (DIN: 03350583), as Non-Executive and the report of the Auditors thereon. Director of the Company 2. To declare dividend of ` 3.50 per equity share for the To consider and if thought fit, to pass with or without financial year ended March 31, 2019. modification(s), the following as a Special Resolution: 3. To appoint a Director in place of Mr. Uday Singh (DIN: “RESOLVED THAT pursuant to the provisions of SEBI 02858520), who retires by rotation and, being eligible, (Listing Obligations and Disclosure Requirements) offers himself for re-appointment. Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force), approval 4. To appoint a Director in place of Mr. Arvind Kumar Prasad of the members be and is hereby accorded for continuation (DIN: 02865273), who retires by rotation and, being of directorship of Mr. Devdas Apte (DIN: 03350583) as eligible, offers himself for re-appointment. Non-Executive Director of the Company till the completion of his present term i.e. upto September 24, 2022.” SPECIAL BUSINESS: 5. Re-appointment of Mr. Ravindra Kishore Sinha (DIN: 7. Re-appointment of Mr. Tirumalai Cunnavakaum 00945635), as Chairman of the Company and to fix Anandanpillai Ranganathan (DIN: 03091352), his remuneration as an Independent Director of the Company for a period of 5 years To consider and if thought fit, to pass with or without modification(s), the following as a Special Resolution: To consider and if thought fit, to pass with or without modification(s), the following as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 196, 197 and 203 read with Schedule V and other “RESOLVED THAT pursuant to the provisions of Section applicable provisions, if any, of the Companies Act, 149, 152 and other applicable provisions, if any, of the 2013, the Companies (Appointment and Remuneration of Companies Act, 2013, the Companies (Appointment and Managerial Personnel) Rules, 2014 (including any statutory Qualification of Directors) Rules, 2014 and the applicable modification(s) or re-enactment thereof, for the time being provisions of SEBI (Listing Obligations and Disclosure in force), approval of the members be and is hereby Requirements) Regulations, 2015 (including any statutory accorded for re-appointment of Mr. Ravindra Kishore Sinha modification(s) or re-enactment thereof for the time being (DIN: 00945635), as a Director, and also as Chairman of in force), approval of the members be and is hereby the Company for a period of 5 years at a remuneration of accorded for re-appointment of Mr. TCA Ranganathan ` 25,000,000 per annum effective May 15, 2019. (DIN: 03091352), as an Independent Director of the Company, not liable to retire by rotation, for a period of 5 years effective July 30, 2019. Notice continued RESOLVED FURTHER THAT the Board of Directors be 9. Revision in the remuneration of Mr. Arvind Kumar Prasad and are hereby severally authorised to do all such acts, (DIN: 02865273), Director- Finance of the Company deeds, matters and things as may be deemed necessary, proper or desirable in this regard.” To consider and, if thought fit, to pass with or without modification(s), the following as a Special Resolution: 8. Revision in the remuneration of Mr. Rituraj Kishore Sinha (DIN: 00477256), Managing Director of the Company “RESOLVED THAT pursuant to the provisions of Section 197 read with Schedule V and other applicable provisions, To consider and, if thought fit, to pass with or without if any, of the Companies Act, 2013 and the Companies modification(s), the following as a Special Resolution: (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or “RESOLVED THAT pursuant to the provisions of Section re-enactment thereof, for the time being in force), approval 197 read with Schedule V and other applicable provisions, of the members be and is hereby accorded to increase the if any, of the Companies Act, 2013 and the Companies remuneration of Mr. Arvind Kumar Prasad (DIN: 02865273), (Appointment and Remuneration of Managerial Personnel) Director - Finance to ` 5,500,000 per annum effective Rules, 2014 (including any statutory modification(s) or June 1, 2019 for the remaining period of his tenure as re-enactment thereof, for the time being in force), approval Director Finance of the Company. of the members be and is hereby accorded to increase the remuneration of Mr. Rituraj Kishore Sinha (DIN: 00477256), RESOLVED FURTHER THAT, notwithstanding anything Managing Director to ` 10,000,000 per annum effective to the contrary herein contained where in any financial June 1, 2019 for the remaining period of his tenure as year during the tenure of the Director - Finance, the Managing Director of the Company. Company has no profits or its profits are inadequate, the Company will pay remuneration by way of salary including RESOLVED FURTHER THAT, notwithstanding anything perquisites and allowances, as specified under Schedule to the contrary herein contained where in any financial V to the Companies Act, 2013 or in accordance with any year during the tenure of the Managing Director, the statutory modification(s) thereof. Company has no profits or its profits are inadequate, the Company will pay remuneration by way of salary including RESOLVED FURTHER THAT the Board of Directors be perquisites and allowances, as specified under Schedule and are hereby severally authorised to do all such acts, V to the Companies Act, 2013 or in accordance with any deeds, matters and things as may be deemed necessary, statutory modification(s) thereof. proper or desirable in this regard.” RESOLVED FURTHER THAT the Board of Directors be By Order of the Board and are hereby severally authorised to do all such acts, For Security and Intelligence Services deeds, matters and things as may be deemed necessary, (India) Limited proper or desirable in this regard.” Place : Hyderabad Pushpalatha Katkuri Date : May 2, 2019 Company Secretary NOTES: SINGLE PERSON AS PROXY AND SUCH PERSON SHALL 1. The relevant Explanatory Statements pursuant to Section NOT ACT AS A PROXY FOR ANY OTHER MEMBER. 102 of the Companies Act, 2013 in respect of the special businesses of the Notice as set above, are annexed hereto. 5. Corporate Members intending to send their authorised representatives to attend the meeting, pursuant to Section 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE 113 of the Companies Act, 2013 (“the Act”), are requested MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND to send to the Company a certified true copy of the Board AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE Resolution authorising their representative to attend and PROXY NEED NOT BE A MEMBER OF THE COMPANY. vote on their behalf at the meeting. 3. THE INSTRUMENT APPOINTING A PROXY MUST BE 6. Members, Proxies and Authorised representatives are DEPOSITED AT THE REGISTERED OFFICE OF THE requested to bring to the meeting, the Attendance COMPANY, DULY COMPLETED AND SIGNED, NOT LESS Slip enclosed herewith duly completed and signed for THAN 48 HOURS BEFORE THE COMMENCEMENT OF attending the meeting.