2. To confirm the interim dividend of `6/- per Equity share of `10/- each as the final dividend for the financial year ended 31 st March, 2018.

Transcription

1 NOTICE OF 22 ND ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 22 nd Annual General Meeting of the Members of ITC Infotech India Limited will be held at the Science City, Seminar Hall, JBS Haldane Avenue, Kolkata , on Friday, 27 th July, 2018, at 9.00 a.m. for the transaction of the following businesses:- ORDINARY BUSINESS 1. To consider and adopt the Financial Statements of the Company for the financial year ended 31 st March, 2018, and the Reports of the Board of Directors and the Auditors. 2. To confirm the interim dividend of `6/- per Equity share of `10/- each as the final dividend for the financial year ended 31 st March, To appoint a Director in place of Mr. R. Tandon (DIN: ) who retires by rotation and, being eligible, offers himself for re-election. 4. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:- Resolved that pursuant to the provisions of Sections 139 and 142 of the Companies Act, 2013, the appointment of Messrs. Deloitte Haskins & Sells LLP, Firm Registration Number W/W (DHS), as the Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the 23 rd Annual General Meeting be and is hereby ratified, and remuneration of `15.50 lakhs and `3.00 lakhs to DHS to conduct the audit of the Standalone Financial Statements and Consolidated Financial Statements, respectively, for the financial year , plus taxes as applicable, and reimbursement of out-of-pocket expenses incurred, be and is hereby approved.

2 SPECIAL BUSINESS 5. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: RESOLVED that, in accordance with the provisions of the Companies Act, 2013, or any amendment thereto or modification thereof, Mr. Sanjiv Puri (DIN: ) be and is hereby appointed as a Non-Executive Director and Sr. Vice Chairman of the Company, liable to retire by rotation. 6. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: RESOLVED that, in accordance with the provisions of the Companies Act, 2013, or any amendment thereto or modification thereof, Mr. Partho Chatterjee (DIN: ) be and is hereby appointed as a Non-Executive Director of the Company, liable to retire by rotation, for a period of three years from the date of this meeting. By Order of the Board ITC INFOTECH INDIA LIMITED Place: Bengaluru Dated: 5 th July, 2018 SANJAY V SHAH Company Secretary ACS-5944 NOTES: 1. A Member entitled to attend and vote at the Annual General Meeting (AGM) may appoint one or more proxies to attend and vote on a poll on his behalf. A proxy need not be a Member of the Company. In order to be effective, the instrument appointing proxy must be in the enclosed form and received at the Registered Office of the Company at Virginia House, 37 Jawaharlal Nehru Road, Kolkata not less than 48 hours before the

3 commencement of the Annual General Meeting i.e. by 9.00 a.m. on 25 th July, Proxies submitted on behalf of Limited companies must be supported by appropriate resolution / authority, as applicable, issued on behalf of the appointing company. 2. Members are requested to bring the enclosed admission slip, duly filled in, for attending this AGM. 3. Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013, relating to the Special Business to be transacted at this AGM, is annexed. 4. Re-appointment of Director: In terms of Section 152 of the Act, Mr. R. Tandon will retire by rotation at the ensuing 22 nd AGM and being eligible, offers himself for re-appointment. EXPLANATORY STATEMENT Annexed to the Notice dated 5 th July, 2018 convening the 22 nd Annual General Meeting to be held on Friday, 27 th July, Item Nos. 5 & 6 The Board of Directors of the Company ( the Board ) at the meeting held on 17 th August, 2017, appointed Mr. Sanjiv Puri as Additional Non-Executive Director and Sr. Vice Chairman of the Company. The Board at the meeting held on 19 th March, 2018, appointed Mr. Partho Chatterjee as Additional Non-Executive Director of the Company. Messrs. Puri and Chatterjee will vacate office at this Annual General Meeting. The Board at the meeting held on 2 nd May, 2018 has recommended for the approval of the Members, the appointment of Messrs. Puri and Chatterjee as Non-Executive Directors of the Company as set out in the respective Resolutions relating to their appointment.

4 Requisite Notices under Section 160 of the Act proposing the appointment of Messrs. Puri and Chatterjee have been received by the Company, and consents have been filed by them pursuant to Section 152 of the Act. Messrs. Puri and Chatterjee do not hold any share in the Company, neither in their individual capacity nor on a beneficial basis for any other person. Messrs. Puri and Chatterjee, and their relatives, are interested in the Resolutions relating to their respective appointment. None of the other Directors and Key Managerial Personnel of the Company, or their relatives, is interested in these Resolutions. Messrs. Puri and Chatterjee are not related to any of the Directors or Key Managerial Personnel of the Company. The Board recommends these Resolutions for your approval. Brief resume of Mr. Puri and Mr. Chatterjee is provided below: Mr. Sanjiv Puri Mr. Sanjiv Puri is an alumnus of the Indian Institute of Technology, Kanpur, and Wharton School of Business. He is currently the Managing Director of ITC Limited (ITC). Mr. Puri has handled a wide range of responsibilities including leadership positions in manufacturing, operations & information and digital technology. Prior to his appointment as a Director on the Board of ITC, he was the President, FMCG Businesses - Cigarettes, Foods, Personal Care, Education & Stationery Products, Matches and Agarbattis and was earlier also responsible for overseeing the Paperboards, Paper & Packaging and Agri Businesses of ITC. He previously served as the Managing Director of ITC Infotech India Limited; he was also on the Boards of its wholly owned subsidiaries in UK and USA. Mr. Puri also served as the Managing Director of Surya Nepal Private Limited, a joint venture subsidiary company of ITC in Nepal (SNPL). He has also been a Director on the Board of The Tobacco Institute of India and past member of the Board of Governors of Media

5 Research Users Council. He has served as the Chairman of FICCI's FMCG Committee, the Agriculture and Food Processing Task Force of the CII Eastern Region, and as a Council Member of the CII Eastern Region. He was also on the Executive Council of The Indian Society of Advertisers. Mr. Puri is the Chairman of SNPL. He serves on the National Executive Committees of CII and FICCI. He is also a Director on the Board of US-India Strategic Partnership Forum and a Member of the Steering Committee of FICCI. Mr. Partho Chatterjee Mr. Partho Chatterjee is a Chartered Accountant and has over 43 years of experience in the area of finance. He began his career with Macneill & Barry Limited after which he moved to ITC Limited in 1974 and retired in 2009 as the Chief Financial Officer. He has been associated with various management institutes including as past President of the Calcutta Management Association and The Institute of Internal Auditors India, Calcutta Chapter. He was also a Central Council member and the Eastern Region Vice President of the All India Management Association. He is presently a Director of imerit Technology Services Private Limited and Wimco Limited and a partner of Messrs. D. K. Verma & Associates, Chartered Accountants. He is also a Member of the Academic Council of the Globsyn Business School. Mr. Chatterjee was an Independent Director of the Company for a period of three years till 22 nd February, 2018.

6 Details of Director Seeking Appointment/ Re-appointment at the 22 nd Annual General Meeting [Pursuant to Secretarial Standard 2 on General Meetings] Particulars Details Name of Director Mr. S. Puri Mr. P. Chatterjee DIN Age 56 Years 68 Years Qualifications B.Tech F.C.A Experience Terms and conditions of appointment / reappointment Remuneration sought to be paid Remuneration drawn last Date of first appointment on the Board of the Company Shareholding in the Company Relationship with other Directors and Key Managerial Personnel of the Company Details provided in the Explanatory Statement Non-executive Director (liable to retire by rotation) 14 th May st August Managing Director 1 st September, th August Non-Executive Director 17 th August, 2017 Non- Executive Director None Details provided in the Explanatory Statement Non-executive Director (appointment for 3 years - liable to retire by rotation) Sitting fees Sitting fees - details provided in Annexure 4 to the Report of Board of Directors for the financial year ended 31 st March, rd February, nd February, 2018 Independent Director 19 th March, 2018 Non- Executive Director None

7 Particulars Details Name of Director Mr. S. Puri Mr. P. Chatterjee Number of Board Meetings attended during the financial year List of Directorships held in other companies 3 4 ITC Limited Surya Nepal Private Ltd. ITC Infotech Limited, UK ITC Infotech (USA), Inc. Wimco Ltd. imerit Technology Services Private Ltd. List of Chairmanship / Membership of Committees held in other companies Wimco Ltd. Audit Committee Chairman Nomination & Remuneration Committee Chairman imerit Technology Services Private Ltd. Audit Committee Chairman By Order of the Board ITC INFOTECH INDIA LIMITED Place: Bengaluru Dated: 5 th July, 2018 SANJAY V SHAH Company Secretary ACS-5944