Notice of 9th AGM to the members of Signify Innovations India Ltd.- 6th September 2024

Notice of the 9th Annual General Meeting ("AGM") of Signify Innovations India Ltd. ("the Company"), which is scheduled for Friday, September 6, 2024, at 10:00 a.m. (IST) via Video Conferencing (VC) or Other Audio Visual Means (OAVM), along with the Annual Report for the FY24.

Ordinary Business:

• To receive, consider, and adopt the Financial Statements of the Company for FY24, including the audited Balance Sheet as of 31st March 2024, the Statement of Profit and Loss for the year that ended, along with the accompanying reports of the Auditors and Directors.
  
• To deliberate and, if deemed appropriate, to approve the Ordinary Resolution to declare a dividend for FY24: a dividend of ₹10/- per equity share (100% of the face value) on the fully paid-up equity shares of ₹10/- each of the Company, as recommended by the Board of Directors during their meeting on 19th June 2024.
• To review and, if deemed appropriate, to approve the Ordinary Resolution regarding the reappointment of a director: Mr. Dibyendu Raychaudhury (DIN-09747317), who is retiring by rotation and is eligible, has offered himself for reappointment as a director.
  

Special Business:

• To consider and, if deemed appropriate, to approve, with or without modifications, the following Ordinary Resolution: to revise the remuneration of Mr. Sumit Padmakar Joshi (DIN-07018906) as Vice-Chairman, Managing Director, and CEO, effective from 1st April 2024, for the remainder of his term. The terms are detailed in the attached Explanatory Statement and may be altered by mutual agreement between the Board and Mr. Joshi, ensuring that total remuneration does not exceed the ceiling specified in Schedule V of the Companies Act, 2013 unless approved by the Central Government.
• To consider and, if deemed appropriate, to approve, with or without modifications, the following Ordinary Resolution: to revise the remuneration of Mr. Vikas Malhotra (DIN: 09253036) as Whole-time Director, effective from 1st April 2024, for the remainder of his term, provided that the total remuneration, including salary, perquisites, and allowances, does not exceed the ceiling specified in Schedule V of the Companies Act, 2013 unless approved by the Central Government.
  
• To consider and, if deemed appropriate, to approve, with or without modifications, the following Ordinary Resolution: to revise the remuneration of Mr. Dibyendu Raychaudhury (DIN-09747317), Whole-time Director and CFO, effective from 1st April 2024, with the total remuneration, including salary, perquisites, and allowances, not exceeding the limit specified in Schedule V of the Companies Act, 2013, unless approved by the Central Government.
  
• To consider and, if deemed appropriate, to approve, with or without modifications, the following Ordinary Resolution: to authorize the payment of an annual commission of ₹46,50,000/- to the Non-Executive and Independent Directors for FY24. This amount, recommended by the Board and based on the Nomination and Remuneration Committee’s recommendation, is within the one percent limit specified under section 198 of the Act and will be distributed as detailed in the attached Explanatory Statement.
  
• To consider and, if deemed appropriate, to approve, with or without modifications, the following Ordinary Resolution: to approve the remuneration of ₹3,85,000/- plus applicable taxes and out-of-pocket expenses for M/s Kailash Sankhlecha & Associates, Cost Accountants (FRN-100221), who have been reappointed by the Board of Directors, as recommended by the Audit Committee, to conduct the cost audit for FY25
  

Instructions at glance