22 August 2024
Notice is hereby given that the 24th Annual General Meeting (“AGM”) of the Members of One 97 Communications Limited (“Company”), will be held on Thursday, September 12, 2024, at 09:00 a.m. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following business(es):
Ordinary Business:
- To receive, consider, and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, together with the reports of the Board of Directors and Auditors thereon
Consider and, if appropriate, approve the following resolution: "It is decided that they receive, review, and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024, along with the reports of the Board of Directors and Auditors. Further decided that they receive, review, and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, along with the report of the Auditors.
- To re-appoint Mr. Ravi Chandra Adusumalli (DIN: 00253613), as Director liable to retire by rotation, being eligible offers himself for reappointment
To consider and, if deemed appropriate, to pass the following resolution as an Ordinary Resolution:
RESOLVED THAT under the provisions of Section 152 and all other applicable provisions of the Companies Act, 2013, Mr. Ravi Chandra Adusumalli (DIN: 00253613), who retires by rotation and is eligible for re-appointment, be and is hereby reappointed as a Director of the Company, liable to retire by rotation."
Special Business:
- To approve the appointment of Mr. Rajeev Krishnamuralilal Agarwal (DIN: 07984221) as a Non-Executive Independent Director of the Company.
RESOLVED THAT, in compliance with the applicable sections of the Companies Act, 2013, and SEBI Listing Regulations, and following the Company’s Articles of Association and policies, Mr. Rajeev Krishnamuralilal Agarwal, who was appointed as an Additional Director on June 17, 2024, and whose appointment has been proposed by a Member, is hereby appointed as a Non-Executive Independent Director for a term of five years, from June 17, 2024, to June 16, 2029. He will not be subject to retirement by rotation.
RESOLVED FURTHER THAT the Board is authorized to take all necessary actions to implement this resolution, including obtaining necessary approvals and signing required documents on behalf of the Company.
- To approve the framework for payment of remuneration to NonExecutive Independent Directors of the Company.
RESOLVED THAT, by the relevant sections of the Companies Act, 2013, SEBI Listing Regulations, and the Company’s Articles of Association, and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors, approval is granted for the payment of remuneration to the Non-Executive Independent Directors of the Company, effective from April 1, 2024. The remuneration will be as per the framework outlined in the explanatory statement of this notice and will be determined by the Board within the applicable legal provisions.
- To approve payment of remuneration to Mrs. Pallavi Shardul Shroff (DIN: 00013580), Non-Executive Independent Director of the Company.
RESOLVED THAT, in continuation of the resolution passed on September 2, 2021, and per the relevant sections of the Companies Act, 2013, SEBI Listing Regulations, the Company's Articles of Association, and based on the recommendations of the Nomination and Remuneration Committee and the Board, approval is granted for the payment of remuneration to Mrs. Pallavi Shardul Shroff, Non-Executive Independent Director, as per the remuneration framework outlined in the explanatory statement, for the period from April 1, 2024, to February 8, 2026.
RESOLVED FURTHER THAT if the Company has no profits or inadequate profits in any financial year, the approved remuneration will be paid as minimum remuneration to Mrs. Pallavi Shardul Shroff for the same period, in line with Section 197 and Schedule V of the Act.
- To approve payment of remuneration to Mr. Ashit Ranjit Lilani (DIN: 00766821), Non-Executive Independent Director of the Company.
RESOLVED THAT, in continuation of the resolution passed on September 2, 2021, and per the relevant sections of the Companies Act, 2013, SEBI Listing Regulations, the Company's Articles of Association, and based on the recommendations of the Nomination and Remuneration Committee and the Board, approval is granted for the payment of remuneration to Mr. Ashit Ranjit Lilani, Non-Executive Independent Director, as per the remuneration framework outlined in the explanatory statement, for the period from April 1, 2024, to July 4, 2026.
RESOLVED FURTHER THAT if the Company has no profits or insufficient profits in any financial year, the approved remuneration will be paid as minimum remuneration to Mr. Ashit Ranjit Lilani for the same period, in line with Section 197 and Schedule V of the Act.
- To approve payment of remuneration to Mr. Neeraj Arora, (DIN: 07221836) Non-Executive Independent Director of the Company.
RESOLVED THAT, in continuation of the resolution passed on September 2, 2021, and under the relevant sections of the Companies Act, 2013, SEBI Listing Regulations, the Company's Articles of Association, and based on the recommendations of the Nomination and Remuneration Committee and the Board, approval is granted for the payment of remuneration to Mr. Neeraj Arora, Non-Executive Independent Director, as per the remuneration framework outlined in the explanatory statement, for the period from April 1, 2024, to June 17, 2024.
- To approve payment of remuneration to Mr. Srinivasaraghavan (DIN: Gopalasamudram Sundararajan 00361030) Non-Executive Independent Director of the Company.
RESOLVED THAT, in continuation and partial modification of Resolution No. 2 passed on November 20, 2022, and under the relevant sections of the Companies Act, 2013, SEBI Listing Regulations, the Company's Articles of Association, and based on the recommendations of the Nomination and Remuneration Committee and the Board, approval is granted for the payment of remuneration to Mr. Gopalasamudram Srinivasaraghavan Sundararajan, Non-Executive Independent Director, as per the remuneration framework outlined in the explanatory statement, for a period of three years from April 1, 2024, to March 31, 2027.
RESOLVED FURTHER THAT if the Company has no profits or insufficient profits in any financial year, the approved remuneration will be paid as minimum remuneration to Mr. Gopalasamudram Srinivasaraghavan Sundararajan for the same period, in line with Section 197 and Schedule V of the Act.
- To approve payment of remuneration to Mr. Rajeev Krishnamuralilal Agarwal, (DIN: 07984221) NonExecutive Independent Director of the Company.
RESOLVED THAT, under the relevant sections of the Companies Act, 2013, SEBI Listing Regulations, the Company's Articles of Association, and based on the recommendations of the Nomination and Remuneration Committee and the Board, approval is granted for the payment of remuneration to Mr. Rajeev Krishnamuralilal Agarwal, Non-Executive Independent Director, as per the framework outlined in the explanatory statement, for a period of three years from June 17, 2024, to June 16, 2027.