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NotiCE oF tHE ANNUAL GENErAL MEEtiNG

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					                             NotiCE oF tHE ANNUAL GENErAL MEEtiNG
Notice is hereby given that the Twenty Second Annual General Meeting        d.   Club Fees: Fees of clubs, subject to the maximum of three
of the Members of Nucleus Software Exports Limited will be held                  clubs.
on Friday, the 8th day of July 2011 at 11.30 A.M. at Sri Sathya Sai         e.   Personal Accident Insurance/Group Life Insurance: Premium shall
International Centre, Pragati Vihar, Lodi Road, New Delhi- 110 003               be paid as per the Rules of the Company.
to transact the following business:
                                                                            f.   Provident Fund/Pension: Contribution to Provident Fund and
ordinary Business:                                                               Pension Fund to the extent such contribution, either singly or
1.   To review, consider and adopt the Audited Balance Sheet as at               put together, are exempt under the Income Tax Act, 1961.
     March 31, 2011 and Profit and Loss account for the year ended          g.   Gratuity: Gratuity payable shall be in accordance with the
     on that date together with the Reports of the Board of Directors            provisions of the Payment of Gratuity Act.
     and Auditors thereon.
                                                                            h.   Use of Car with Driver: The Company shall provide the Managing
2.   To declare dividend @ Rs.2.50 per share on equity shares for the            Director a car with driver for business and personal use.
     financial year ended March 31, 2011.
                                                                            i.   Telephone Facility at Residence: Telephone facility shall be
3.   To appoint a Director in place of Mr. Janki Ballabh, who retires            provided at the Managing Director’s residence. All personal long
     by rotation and being eligible offers himself for reappointment.            distance calls shall be billed by the Company to the Managing
4.   To appoint a Director in place of Mr. Prithvi Haldea, who retires           Director.
     by rotation and being eligible offers himself for reappointment.       j.   Leave with full pay and allowances shall be allowed as per the
5.   To appoint Auditors of the Company to hold office from the                  Rules of the Company.
     conclusion of this meeting until the conclusion of next Annual              Commission: Such remuneration by way of commission in addition
     General Meeting of the Company and to authorize the Board                   to the salary, perquisites and allowances payable, calculated
     of Directors to fix their remuneration. M/s Deloitte Haskins &              with reference to the net profits of the Company in a particular
     Sells, Chartered Accountants, the retiring auditors are eligible for        financial year as may be determined by the Board of Directors
     reappointment.                                                              of the Company at the end of each financial year subject to the
special Business:                                                                overall ceilings stipulated in Sec. 198 and 309 of the Companies
                                                                                 Act, 1956.
6. “RESOLVED THAT pursuant to the provisions of Section 198,
     269, 309 & 311 read with Schedule XIII and all other applicable             The aggregate remuneration inclusive of salary, special allowance,
     provisions of the Companies Act, 1956 (including any statutory              perquisites and commission payable to Mr. Vishnu R Dusad shall
     modification or re-enactment thereof for the time being in force)           always be subject to the overall ceiling laid down in Section 198
     and pursuant to approval of the Board of Directors and the                  and 309 and other applicable provisions of the Companies Act,
     remuneration committee of the Board of Directors, approval                  1956.
     of members of the Company be and is hereby accorded to the                  RESOLVED FURTHER THAT in the event of absence or
     re-appointment of Mr. Vishnu R Dusad as Managing Director of                inadequacy of profits in any financial year during the tenure
     the Company, whose office shall not be liable to retirement by              of the Managing Director, remuneration by way of salary and
     rotation under the Companies Act, for a period of five years with           perquisites shall be paid as minimum remuneration subject to
     effect from January 1, 2012, on the remuneration by way of salary,          the limits specified under Section II of Part II of Schedule XIII to
     perquisites and allowances, as set out below:                               the Companies Act, 1956 (including any statutory modifications
     Salary: Rs.250,000/- p.m.                                                   or re-enactment thereof, for the time being in force) or such
                                                                                 other limits as prescribed by the Government from time to time
     Special Allowance : Rs.100,000/- p.m.
                                                                                 as minimum remuneration.
Perquisites
                                                                                 RESOLVED FURTHER THAT the Board of Directors be and are
a.   Housing: Furnished accommodation to be provided by the                      hereby authorised to vary, alter, increase, enhance or widen the
     Company, and if the Company ’s accommodation is not                         scope of remuneration and perquisites to the extent specified
     provided, the Managing Director shall be entitled to the House              in Schedule XIII and other applicable provisions, if any, of the
     Rent Allowance subject to the ceiling of 60% of the salary. The             Companies Act, 1956 as amended from time to time.
     expenditure incurred by the Company on gas, electricity, water
                                                                                 RESOLVED FURTHER THAT the Board of Directors be and
     and furnishing shall be valued as per the Income Tax Rules,
                                                                                 are hereby authorised to do all such acts, deeds and things and
     1962.
                                                                                 execute all such documents, instruments as may be required
b.   Medical Reimbursement: Reimbursement of medical expenses                    and to delegate all or any of its powers herein conferred to any
     incurred including premium paid on health insurance policies,               Committee of Directors or Director(s) to give effect to the
     whether in India or abroad, for self and family including                   aforesaid resolution.”
     hospitalization, surgical charges, nursing charges and domiciliary                                               By order of the Board
     charges for self and family.                                                                      For Nucleus software Exports Limited
c.   Leave Travel Concession: For self and family every year incurred                                                                  sd/-
     in accordance with the Rules of the Company.                           New Delhi                                      (Poonam Bhasin)
                                                                            May 29, 2011                                Company secretary




                                                                                                                 Annual Report 2011 | 179
Notes:                                                                    10. Members who are holding shares in more than one folio are
                                                                              requested to intimate to the Company the detail of all folio
1.   An Explanatory Statement pursuant to Section 173 (2) of the
                                                                              numbers for consolidation into a single folio.
     Companies Act, 1956 is annexed hereto.
                                                                          11. Members/Proxy holders are requested to bring their copies of
2.   A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
                                                                              the Annual Report with them to the Annual General Meeting, as
     MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND
                                                                              extra copies will not be provided.
     AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY
     NEED NOT BE A MEMBER OF THE COMPANY. PROXIES, IN                     12. MEMBERS MAY NOTE THAT NO SNACK BOXES / GIFTS /
     ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE                          GIFTS COUPONS SHALL BE DISTRIBUTED AT THE VENUE
     REGISTERED OFFICE OF THE COMPANY NOT LESS THAN                           OF THE MEETING.
     48 HOURS BEFORE THE MEETING.
                                                                          13. Members are requested to send to the Company their queries, if
3.   Members/Proxies should bring duly filled attendance slips attached       any, on accounts and operations of the Company at least ten days
     herewith for attending the meeting.                                      before the meeting so that the same could be suitably answered
                                                                              at the meeting.
4.   The Register of Directors’ shareholding maintained under Section
     307 of the Companies Act, 1956, will be available for inspection     EXPLANATORY STATEMENT AS REQUIRED BY SEC 173 (2)
     by the members at the AGM.                                           OF THE COMPANIES ACT, 1956
5.   The Register of Members and Share Transfer Books shall remain        Item No. 6
     closed from July 1, 2011 to July 8, 2011 (both days inclusive)
                                                                          Mr. Vishnu R. Dusad, Managing Director of the Company was
6.   Re-appointment of Directors:                                         appointed as a Managing Director on January 1, 1997 for a period of
                                                                          5 years and was further reappointed as Managing Director on January
     Mr. Janki Ballabh retires by rotation, and being eligible, offers
                                                                          1, 2002 and January 1, 2007 for a period of 5 years respectively. His
     himself for re-appointment.
                                                                          present term expires on December 31, 2011.
     Mr. Prithvi Haldea retires by rotation, and being eligible, offers
                                                                          Mr. Vishnu R. Dusad has been associated with the Company since
     himself for re-appointment.
                                                                          incorporation and has played a pivotal role in formulation of strategy
     Information as required under Clause 49 (IV)(G) of the Listing       and mission of the Company. With 25 years of rich professional
     Agreement entered into by the Company with the Stock                 experience in the Information Technology industry, Mr. Dusad has a
     Exchanges, in respect of the Directors proposed to be appointed/     long term vision of creating global recognition for Indian IT products
     reappointed is given in the annexure to the Notice.                  and creating value for customers through domain expertise and best
                                                                          operational practices.
7.   The Dividend on Equity Shares, @ Rs.2.50 per share,
     recommended by the Board of Directors for the financial year         Pursuant to the approval of Remuneration Committee, the Board of
     ended March 31, 2011, if approved at the meeting, will be payable    Directors of the Company at its meeting held on May 29, 2011 have re-
     to those shareholders whose names appear on the Register of          appointed Mr. Vishnu R. Dusad as Managing Director of the Company
     Members of the Company on July 1, 2011, being the first day of       for a further period of five years w.e.f. January 1, 2012 subject to the
     Book-Closure and to those whose names appear as beneficial           approval of the shareholders.
     owners in the records of National Securities Depository Ltd. and
                                                                          This Explanatory Statement together with the special resolution for
     Central Depository Services (India) Lid. on close of business as
                                                                          re-appointment of Mr. Vishnu R. Dusad as set out in item No. 6 of the
     on June 30, 2011.
                                                                          accompanying Notice will be treated as an abstract under Section 302
8.   Members whose shareholding(s) are in electronic mode are             of the Companies Act, 1956. A brief profile of Mr. Vishnu R. Dusad is
     requested to direct changes relating to address, bank mandate        provided under “Annexure to the Notice”.
     and Electronic Clearing Service (ECS) details to their respective
                                                                          None of the Director of the Company except Mr. Vishnu R. Dusad is
     Depository participants.
                                                                          in anyway concerned or interested in this resolution.
9.   Members are requested to quote their Registered Folio Number
     or Demat Account Number & Depository Participant (D.P) ID
     number on all correspondence with the Company.




180 | Annual Report 2011
ANNEXUrE A                                                                 Directorships held in other              1. Nucleus Software Ltd
ProFiLE oF tHE DirECtors sEEKiNG rE-                                       Companies                                2. Nucleus Software
APPoiNtMENt                                                                                                            Solutions Pte. Ltd.
Mr. Janki Ballabh                                                                                                   3. Nucleus Software Inc.
                                                                                                                       (USA)
Mr. Janki Ballabh, an eminent banker and former Chairman of the State
                                                                                                                    4. Nucleus Software
Bank of India and State Bank Group, has vast experience and expertise
                                                                                                                       Kabushiki Kaisha (Japan)
in finance, banking and corporate management.
                                                                                                                    5. VirStra i-Technology
He is presently Chairman of UTI Trustee Company of UTI Mutual Fund,                                                    Services Ltd.
and is Director on the boards of Tata AIG Life Insurance Co. Ltd., Small
Industries Development Bank of India (SIDBI), Tata Capital Ltd., Tata                                               6. VirStra i-Technology
Capital Housing Finance Ltd., Tata Capital Financial Services Ltd., and                                                (Singapore) Pte. Ltd.
a member of the Asia Pacific Advisory Committee of Barclays Bank plc                                                7. Directorship and
London. In addition to his general corporate experience, his vast and                                                  holding equity shares in
rich experience, consistent with Nucleus strategy provides operational                                                 Karmayogi Holdings Pvt.
excellence to the Company and a capability to drive innovation.                                                        Ltd.
                                                                                                                    8. Nucleus Software
Directorships held in other             1. UTI Trustee Company
                                                                                                                       Netherlands B. V
Companies                                  Pvt. Ltd.
                                        2. TATA AIG Life Insurance         Memberships/Chairmanships of       Member- Audit Committee
                                           Company Ltd.                    committees of other Companies      of Nucleus Software Ltd.
                                        3. Small Industries                (includes only Audit Committee and
                                           Development Bank of             Shareholders/ Investor Grievance
                                           India (SIDBI)                   Committee)
                                        4. TATA Capital Ltd.
                                        5. TATA Capital Housing
                                           Finance Ltd.                    shareholding in the Company
                                        6. TATA Capital Financial          Mr. Vishnu R. Dusad – 36,03,492 Equity Shares
                                           Services Ltd.
Memberships/Chairmanships of                                               Mrs. Madhu Dusad (Wife) - 20,36,248 Equity Shares
                                        Member - Audit Committee
committees of other Companies           of TATA AIG Life Insurance         Mr. Prithvi Haldea
(includes only Audit Committee and      Co. Ltd.
Shareholders/ Investor Grievance                                           Mr. Prithvi Haldea did his MBA from Birla Institute of Technology &
                                        Chairman - Audit Committee
Committee)                                                                 Science, Pilani in 1971. Over the next 18 years, he worked at senior
                                        of TATA Capital Ltd.
                                                                           positions in the corporate sector in the areas of exports, consulting and
shareholding in the Company - Nil                                          advertising. During the late 70s and early 80s, he was also associated
Mr. Vishnu r. Dusad                                                        with the information industry and, among various activities, worked
                                                                           as a consultant with The World Bank and the U.S Department of
Mr. Vishnu R. Dusad is one of the founders of Nucleus Software Exports     Commerce. In 1989, Mr. Haldea set up PRIME Database. PRIME is the
Ltd. and has served as a Director since the inception of the Company.      country’s first and still the only database on the primary capital market.
Mr. Dusad completed his Bachelors Degree in Technology from the            It has a large subscriber base, and is widely reported by the media.
Indian Institute of Technology (IIT), Delhi and has been associated with
the development of the software industry in India since 1983 as an         Mr. Haldea is presently the Central Government Nominee on the
entrepreneur. He was appointed Managing Director of the Company            Governing council of The Institute of Chartered Accountants of India,
in January 1997. Mr. Dusad has enriched Nucleus with his technology        Member of Board of Governors of Indian Institute of Corporate Affairs,
background and 25 years of valuable professional experience in the         Member of the Investment Board of Postal Life Insurance and Special
exciting space of Information Technology Solutions for the BFSI sector.    Invitee to Quality Review Board-ICAI. He is also a member of several
He has a deep commitment to making a difference in the lives of fellow     committees including SEBI Committee on Disclosures & Accounting
Nucleites, and through Nucleus, to the world around. His success           Standards, Listing Advisory Committee of NSE, and Delisting
in concluding business deals for implementing Nucleus Products             Committee of DSE. Mr. Haldea is also the Chairman of PHDCCI
globally owes much to a deep sensitivity to cross-cultural nuances. His    Capital Markets Committee and Co-Chairman of the ASSOCHAM’s
experience encompasses areas of software development, creation of          Capital Market Committee and a member of CII’s National Task
strategic alliances, business development, and strategic planning.         force on Financial Markets and NASSCOM’s Corporate Governance
                                                                           & Ethics Committee. He is on the Board of Directors of UTI Asset
Mr. Dusad attributes the success of Nucleus to teamwork,                   Management Co. Ltd. He is also a Member of the Advisory Board of
entrepreneurial skills and the ability to leverage opportunities in the    the International College of Financial Planning.
marketplace.




                                                                                                                 Annual Report 2011 | 181
In the past, Mr. Haldea has served, among others, as a Board Member        Directorships held in other           1. Nucleus Software Ltd.
of the Central Listing Authority, Trustee of the Pension Fund Regulatory   Companies                             2. Praxis Consulting &
& Development Authority, Central Government Nominee on the
                                                                                                                    Information Services Pvt.
Governing Council of the Institute of Company Secretaries of India,
                                                                                                                    Ltd.
Finance Minister’s High-level Expert Committee on Corporate Bonds
and Securitization, Secondary Market Advisory Committee of SEBI,                                                 3. Venture Media Pvt. Ltd.
Primary Market Advisory Committee of SEBI, Index Committee, Listing                                              4. primedatabase.com Pvt.
Committee and Delisting Committee of SEBI and SEBI Committee                                                        Ltd.
for review for MAPIN. He is a visiting faculty at several institutions
                                                                                                                 5. Prime Investors
and has presented scores of papers at various conferences in India
                                                                                                                    Protection Association &
and aboard.
                                                                                                                    League
As an investor protection activist, Mr. Haldea regularly raises issues                                           6. UTI Asset Management
with regulators and in the media. In the pursuit of this objective, he                                              Company Ltd.
has also launched four unique websites: www.watchoutinvestors.com
                                                                           Memberships/Chairmanships of          Member- Audit Committee
: aggregating information on economic defaulters which now lists over
                                                                           committees of other Companies         of Nucleus Software Ltd.
1,25,000 cases, www.primedirectors.com: a databank of professionals
                                                                           (includes only Audit Committee and    Member - Audit Committee
for listed companies to select independent directors, now hosting
                                                                           Shareholders/ Investor Grievance      of UTI Asset Management
profiles of over 20,000 professionals, www.directorsdatabase.com:
                                                                           Committee)                            Company Ltd.
covering detailed profiles of directors of companies listed at BSE
and www.iepf.gov.in : an investor education initiative. He has also        shareholding in the Company
recently launched www.msmementor.in, a national skills registry of
professionals for the benefit of MSMEs.                                    Mr. Prithvi Haldea – 5,400 Equity Shares
Mr. Prithvi Haldea joined the Board of Directors of Nucleus Software       Disclosure in terms of Clause 49 (iV)(G)(ia) of the Listing
Exports Ltd. in June 2001, and of Nucleus Software Ltd. in April           Agreement
2008.                                                                      There are no inter-se relationships between the Board Members.




182 | Annual Report 2011
                                                 registered office : 33-35, thyagraj Nagar Market, New Delhi-110 003

PLEASE FILL THE ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING VENUE.
Joint shareholders may obtain additional Attendance Slip on request.

                                                                                                                                                        AttENDANCE sLiP

      .
    DP ID                                                                                                                                              Regd. Folio No.

    Client ID

NAME AND ADDRESS OF THE SHAREHOLDER




No. of Share(s) held:

I hereby record my presence at the tWENtY sECoND ANNUAL GENErAL MEEtiNG of the Company held on Friday, July 8, 2011 at
11:30 a.m. at Sri Sathya Sai International Centre, Pragati Vihar, Lodi Road, New Delhi- 110 003.



Signature of the Shareholder or Proxy
.............................................................................................TEAR HARE..........................................................................................




                                                 registered office : 33-35, thyagraj Nagar Market, New Delhi-110 003


                                                                                                                                                        ProXY ForM

      .
    DP ID                                                                                                                                              Regd. Folio No.

    Client ID

I/ We............................................................................................................................................................................................

of ...................................................................................................being a member / members of Nucleus Software Exports Ltd.

hereby appoint.....................................................................................................................................................................................................of

.............................................................................................................................................................................................................or failing him

..................................................................................................of.................................................................................................
as my / our proxy to vote for me / us on my / our behalf at the tWENtY sECoND ANNUAL GENErAL MEEtiNG of the Company to
be held on Friday, July 8, 2011 at 11:30 a.m. and at any adjournment thereof.
                                                                                                            Affix a
                                                                                                            rs. 1/-
Signed...................................................day of ......................................2011 revenue
                                                                                                            stamp

Note: The Proxy in order to be effective should be duly stamped, completed and signed and must be deposited at the Registered Office of the
Company not less than 48 hours before the time for holding the aforesaid meeting. The Proxy need not be a member of the Company.




                                                                                                                                                                          Annual Report 2011 | 183