Notice of AGM 2016

Notice is hereby given that the 21th Annual General Meeting of the Members of Birlasoft (India) Limited will be held on Friday, June 24, 2016 at 11.00 am at the Registered Office of the Company at 8th Floor, Birla Tower, 25 Barakhamba Road, New Delhi-110001 to transact the following business:

Ordinary Business:

To receive, consider and adopt the Audited standalone Balance Sheet of the Company as at March 31, 2016 and the Statement of Profit and Loss for the year ended on that date together with the Report(s) of the Auditors’ and Directors’ thereon.
To receive, consider and adopt the Audited Consolidated Balance Sheet of the Company as at March 31, 2016 and Consolidated Statement of Profit and Loss Account for the year ended on that date together with the Report of the Auditors’ thereon.
To declare dividend on equity shares.
To appoint a Director in place of Mr. C.K. Birla having Director Identification Number 00118473 who retires by rotation and, being eligible, offers himself for re-appointment.
To appoint a Director in place of Mr. A.S. Narayanan having Director Identification Number 00385632, who retires by rotation and, being eligible, offers himself for re-appointment.
To ratify the re-appointment of Auditors, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants having Firm Registration No. 101049W who were appointed as Statutory Auditors of the Company from the conclusion of 19th Annual General Meeting until the conclusion of 22nd Annual General Meeting of the Company (for financial years 2014-15, 2015-16 and 2016-17) and pass the following ordinary resolution with or without modification:

“RESOLVED THAT pursuant to the provisions of Section 139 read with applicable provisions of the Companies Act 2013 and the Rules made thereunder and read with the resolution passed by the Members of the Company in the 19th Annual General Meeting of the Company for appointment of Statutory Auditors from the conclusion of 19th Annual General Meeting until the conclusion of 22nd Annual General Meeting of the Company, the re-appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants having Firm Registration No. 101049W for the Financial year 2016-2017 as Statutory Auditors of the Company be and is hereby ratified and that the Board of Directors be and are hereby authorised to fix their remuneration”.

Special Business:

7. Alteration in Articles of Association of the Company:

To consider and if thought fit to pass with or without modification(s), the following resolution as a Special Resolution:

(i) New sub paragraph (d) in Article 27:

(d) Non Executive Directors of the Company may be paid remuneration by way of commission upto 1% of the net profit of the Company computed in the manner laid down in section 198 of the Companies Act 2013, provided always that (i) the quantum of commission and proportion and manner of division thereof among the Directors shall be determined by the Board and (ii) the managerial remuneration payable to all the directors including Managing Director, Whole time Director and Manager shall not exceed 11% of the net profit of the Company for that financial year.

RESOLVED FURTHER THAT all Directors or the Company Secretary be and are hereby severally authorised to do all such acts, deeds and things as may be required to give effect to this resolution”.

8. Approval for payment of Commission to Non Executive Directors of Company:

To consider and if thought fit to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT in supersession of the earlier resolution passed in the Extra Ordinary General Meeting of the members of the Company held on October 20, 2015 and pursuant to the applicable provisions of the Companies Act 2013 and the rules made thereunder read with the Articles of Association of the Company and based on the recommendations of the Board and Nomination and Remuneration Committee made in its meeting held on April 28, 2016, the Company hereby approves commencement of payment of remuneration to Non Executive Directors of the Company by way of commission from the financial year ending 31st March 2017 onwards, upto 1% of the net profit of the Company computed in the manner laid down in Section 198 of the Companies Act 2013, provided always that the quantum of commission to be paid to the non-executive directors and the manner of its apportionment among the Non Executive Directors shall be determined by the Board.

RESOLVED FURTHER THAT all Directors or the Company Secretary be and are hereby severally authorised to do all such acts, deeds and things as may be required to give effect to this resolution”.

9. Approval for increase in remuneration of Mr. Anjan Lahiri, in respect of the office or place of profit held by him in Birlasoft Inc. USA (Subsidiary of the Company)

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 177, 188 and 203 read with other applicable provisions of the Companies Act 2013 and the rules made thereunder and read with other applicable laws, and based on the recommendation of Nomination and Remuneration Committee, and, approval accorded by the Audit Committee and Board in their respective Meetings held on April 28, 2016, and subject to the requisite approvals, if any, the consent of the Company be and is hereby accorded for increase in remuneration of Mr. Anjan Lahiri, Managing Director and Chief Executive Officer of the Company, to $ 8,66,410 (Cost to Company) (with fixed and variable remuneration amounting to $ 6,06,487 and $ 2,59,923 with effect from July 01, 2016, in respect of the office or place of profit held by him, in the capacity of Director and Chief Executive Officer in Company’s Subsidiary viz; Birlasoft Inc. USA with other terms and conditions of his appointment as approved by the shareholders of the Company in the Annual General Meeting held on June 23,2015, remaining unchanged

RESOLVED FURTHER THAT all Directors and Company Secretary be and is hereby severally authorized to file necessary forms with Ministry of Corporate Affairs and to do all such acts, deeds and things as may be required for carrying out the purposes of this resolution”.

10. Change in compensation of Mr. Sonam Sarin, Company Secretary (Key Managerial Personnel) of the Company

To consider and if thought fit to pass with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT based on the recommendation of the Board, Audit Committee and Nomination and Remuneration Committee at their respective meetings held on April 28, 2016, the Company hereby approves the increase in remuneration of Mr. Sonam Sarin to Rs. 32,39,136/- (Rupees Thirty Two Lacs Thirty Nine Thousand One Hundred and Thirty Six Only) per annum (cost to company) with effect from July 01, 2016.

For and on behalf of the Board

For Birlasoft (India) Ltd

Date: April 28, 2016

Place: New Delhi

Sonam Sarin

Company Secretary

ACS No. 17927

H-9, Sector 63, Noida - 201306

Notes:

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 member of the Company. The proxy form in order to be effective must be deposited with the Company not less than 48 hours before the time fixed for commencement of the Meeting.
Corporate Members intending to send their authorised representatives are requested to send a duly certified copy of the Board Resolution authorizing the representatives to attend and vote at the Annual General Meeting.
During the year, your Directors declared and distributed an Interim Dividend @ 17.5 % of the paid-up value of share capital of the Company i.e. dividend of Rs. 1.75 per share on fully paid up 31,354,800 Equity shares of Rs. 10 each, aggregating to Rs. 54,870,900/- and deposited dividend distribution tax on the same amounting to Rs. 11,170,424/- (rounded off to the nearest rupee).
Your Directors recommend a final dividend @ 20% of the paid up value of share capital of the Company i.e. a dividend of Rs. 2 per fully paid up Equity shares of Rs. 10 each on 31,354,800 Equity shares of the Company aggregating to Rs. 62,709,600/-. Upon distribution of dividend, the Company will be paying a dividend distribution tax at applicable rates.
Therefore, the total dividend for the year 2015-2016 recommended is 37.5% of the paid up value of share capital of the Company i.e. a dividend of Rs. 3.75 per fully paid up Equity shares of Rs. 10 each on 31,354,800 Equity shares of the Company aggregating to Rs. 117,580,500/-.
The total outgo on account of dividend, including dividend distribution tax, aggregates to Rs.141,517,123/-.
In respect of shares held in electronic form, the dividend will be payable on the basis of beneficial ownership as per the details furnished to us by National Securities Depository Limited for this purpose.
H. Members are requested to immediately notify the Company at its registered office in case of change in their address/ change in bank details. In case, shares are held in electronic form, instructions regarding change in address/ change in bank details may be given to their respective depository participants only.
The Company is extending ECS/ NEFT/ NEFT facility for the receipt of dividend. In case you wish to avail the receipt of dividend through any other mode, please notify the Company/Depository Participant as the case may be, before/upto the date of Annual General Meeting.
As per the provisions of the Companies Act 2013, facility for making nominations is available to individuals holding shares in the Company. The prescribed nomination form can be obtained from the Company’s Registered Office.
The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the ensuing Annual General Meeting of the Company.
The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act 2013 will be available for inspection by the Members at the ensuing Annual General Meeting of the Company.
A Copy of all the documents referred to in the Notice and accompanying Explanatory Statement is open for inspection at the registered office of the Company on all working days (except Saturdays, Sundays and holidays) between 10.00 AM to 3.00 PM upto the date of ensuing Annual General Meeting.

Statement pursuant to Section 102 (1) of the Companies Act 2013

Item No. 7

The Shareholders in the Extra- Ordinary General Meeting of the Company held on October 20, 2015 approved alteration of Articles of Association of the Company by insertion of the sub paragraph (d) in Article 27 of the Articles of Association of the Company.

The Nomination and Remuneration Committee of the Company and the Board of Directors of the Company in its meeting held on April 28, 2016 recommended alteration of the Articles of Association of the Company by insertion of the sub paragraph (d) in Article 27 of the Articles of Association of the Company.

Save and except all Non Executive Directors who are interested no other Director or Key Managerial Personnel or their relatives are concerned or interested, financially or otherwise in the resolution set out at Item No. 7 above.

It is recommended to the shareholders to pass above resolution as special resolution set out at Item No. 7.

Item No. 8:

In terms of Section 197 of the Companies Act, 2013, in case the Company has Managing or Whole-time Director, the Company can pay commission to the Non-Executive Directors (i.e. Directors other than Executive Chairman, Managing Director and other Whole-time Directors) for a sum upto 1% (one percent) of the net profits of the Company, with the approval of shareholders by way of Special Resolution in the Ensuing Annual General Meeting of the Company.

The Non-Executive Directors are spending considerable time and efforts in discharging their responsibilities and also contributing to the overall performance and progress made by the Company. In recognition of their contribution, it is now proposed to authorize the Board of Directors to determine the amount, manner and basis for payment of commission to Non-Executive Directors commencing from financial year ending March 31, 2017

Save and except for Non-Executive Directors of the Company who are interested no other Director or Key Managerial Personnel of the Company or their relatives, are concerned or interested, financially or otherwise, in the resolution set out at Item No. 8 above.

It is recommended to the shareholders to pass above resolution as special resolution set out at Item No. 8.

Item No. 9

In accordance with the provisions of Section 188 of the Companies Act 2013, the Shareholders in the 20th Annual General Meeting held on June 23, 2015 had approved the appointment of Mr. Anjan Lahiri, Managing Director & Chief Executive Officer of your Company, to an office or place of profit in the Company’s subsidiary viz; Birlasoft Inc, USA with effect from July 01, 2015 in the capacity of Director and Chief Executive Officer.

The Company has received from the Subsidiary Company, a letter proposing a 16% (Sixteen Percent) per annum increase in total remuneration of Mr. Anjan Lahiri, over and above his last drawn remuneration in Birlasoft Inc., USA with other terms and conditions of his appointment in Subsidiary Company remaining unchanged. The said proposal letter of Birlasoft Inc. USA will be placed before the ensuing Annual General Meeting and is also available for inspection at the registered office of the Company on all working days (except Saturdays, Sundays and holidays) between 10.00 AM to 3.00 PM upto the date of ensuing Annual General Meeting of the Company.

The Board and Audit Committee at their respective meetings held on April 28, 2016 based on the recommendation of Nomination and Remuneration Committee had accorded its approval for proposed increase in remuneration of Mr. Anjan Lahiri in the Subsidiary of the Company viz; Birlasoft Inc, USA on terms and conditions as mentioned in the resolution at Item no. 9, subject to the requisite approvals, if any required, by the aforesaid Subsidiary Company.

Disclosure of Particulars in terms of Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2015:

Name of Related Party: Mr. Anjan Lahiri
Name of Director or Key Managerial Personnel who is related : None except Mr. Anjan Lahiri
Nature of Relationship: Managing Director and Chief Executive Officer of Birlasoft (India) Limited and holding an Office or place of profit in Birlasoft Inc. USA, Subsidiary Company in the capacity of Director and Chief Executive Officer.
Nature, material term, monetary value and particulars of the contract or arrangement: As mentioned above in the explanatory statement and the Resolution set out in Item No.9 of this Notice.

Further, under the provisions of the Section 188 of the Companies Act, 2013, such appointment to an office or place of profit requires to be approved of the shareholders by way of a special resolution.

None of the Directors and Key Managerial Personnel except Mr. Anjan Lahiri be considered to be interested or concerned in the passing of the proposed special resolution as set out in Item no.9.

It is recommended to pass the special resolution set out at Item no. 9.

Item No. 10

In accordance with the requirement under Section 178 read with applicable provisions of the Companies Act 2013 and the rules made thereunder, an annual review of performance of Mr. Sonam Sarin, Company Secretary (Key Managerial Personnel) of the Company, was conducted.

The Board, based on the recommendation of the Nomination and Remuneration Committee and the Audit Committee in their respective meetings held on April 28, 2016, recommended increase in remuneration of Mr. Sonam Sarin, Company Secretary of the Company from the existing remuneration of Rs. 29,99,199/- (Rupees Twenty Nine Lacs Ninety Nine Thousand One Hundred and Ninety Nine Only) to the increased remuneration as provided in the proposed resolution as set out in Item No. 10.

Except Mr. Sonam Sarin, Company Secretary, none of the Directors or Key Managerial Personnel of the Company including their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution(s).