SIS : Shareholders meeting

Date: December 31, 2022 ... | December 31, 2022

SIS : Shareholders meeting

(SIS)   Report
Date: December 31, 2022 National Stock Exchange of India Limited BSE Limited Exchange Plaza Phiroze Jeejeebhoy Towers C-1, Block G, Bandra Kurla Complex, Dalal Street Bandra (E), Mumbai-400051 Mumbai-400001 Company Symbol: SIS Company Code: 540673 Dear Sir/Madam, Sub: Notice of Postal Ballot Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Postal Ballot Notice for seeking approval of the Members of the Company for appointment of Ms. Rivoli Sinha as a Non-Executive Director of the Company effective November 2, 2022. The Notice is being sent to all the Members whose names appear in the Register of Members/List of Beneficial Owners maintained by the Company/Depositories and whose email IDs are registered with the Company/Depositories as on Friday, December 23, 2022. The voting period will commence from Sunday, January 1, 2023 at 9:00 am and will end on Monday, January 30, 2023 at 5:00 pm. The Notice is available on the Company's website at URL. Kindly take note of the same. Thanking you. Yours Faithfully, For SIS Limited Digitally signed by PUSHPA LATHA KATKURI Date: 2022.12.31 21:32:37 +05'30' Pushpalatha K Company Secretary SIS Limited (Formerly Security and Intelligence Services (India) Limited) Address for correspondence: #106, 1st Floor, Ramanashree Arcade, 18 MG Road, Bangalore- 560 001, Karnataka Registered office: Annapoorna Bhawan, Patliputra Telephone Exchange Road, Kurji, Patna 800 010 Bihar Website: URL Tel: +91 80 2559 0801 Email: EMAIL CIN: L75230BR1985PLC002083 SIS LIMITED (Formerly known as Security and Intelligence Services (India) Limited) CIN - L75230BR1985PLC002083 Registered Office- Annapoorna Bhawan, Telephone Exchange Road, Kurji, Patna- 800 010 Ph. No. +91 612 226 6666 Fax. +91 612 226 3948 Website: URL; E-mail: EMAIL POSTAL BALLOT NOTICE Pursuant to Section 110 of the Companies Act, 2013, as amended, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 Dear Member(s), NOTICE is hereby given pursuant to the provisions of Section 110 and other applicable provisions of the Companies Act, 2013 ("Act") read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended, General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No.22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 3/2022 dated May 5, 2022 and General Circular No. 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs ("MCA") (hereinafter collectively referred to as "MCA Circulars"), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force), that the resolution appended below is proposed for approval of the members of SIS Limited ("Company") through postal ballot only by way of remote e-voting("e-voting"). An Explanatory Statement pertaining to the said resolution setting out the material facts and reasons thereof forms part of this Postal Ballot Notice ("Notice"). SPECIAL BUSINESS: Item No. 1: Appointment of Ms. Rivoli Sinha (DIN: 05124090) as a Non-Executive Director of the Company To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any of the Companies Act, 2013 ("Act") read with the Rules made thereunder and Schedule V to the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Articles of Association of the Company, and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors , Ms. Rivoli Sinha (DIN: 05124090), who was appointed as an Additional Director of the Company effective November 2, 2022 in accordance with the provisions of Section 161 of the Act and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing her candidature for the office of Director of the Company, be and is hereby appointed as a Non-Executive Director of the Company, liable to retire by rotation. RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable, or expedient to give effect to this Resolution." Registered Office: By Order of the Board of Directors Annapoorna Bhawan For SIS Limited Telephone Exchange Road, Kurji Patna - 800 010 Sd/- Pushpalatha Katkuri Company Secretary Place : Bangalore Date : December 30, 2022 NOTES: The explanatory statement pursuant to Sections 102 and 110 of the Companies Act, 2013 ("Act") stating all material facts and the reason for the proposals is annexed herewith. The Board of Directors has appointed Mr. Sudhir V Hulyalkar (FCS 6040), Practicing Company Secretaries, Bangalore, as the Scrutinizer for conducting the postal ballot and e-voting process in a fair and transparent manner. In line with the MCA Circulars, the Notice is being sent to the members whose names appear on the register of members/list of beneficial owners and whose e-mail addresses are registered with the Company/Depositories as on Friday, December 23, 2022 ("Cut-off Date"). Members who have not registered their e-mail address are requested to follow the process provided in the Notes below to receive this Notice and login ID and password for remote e-voting. Members may please note that the Notice is placed on the Company's website at URL, and on the website of Central Depository Services (India) Limited ("CDSL") at URL. In compliance with the provisions of the MCA Circulars, members can vote only through the remote e-voting. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the members for this postal ballot. The communication of the assent or dissent of the members would only take place through the remote e-voting system. Members whose names appear on the Register of Members/List of Beneficial Owners as on Cut-off date will be entitled to cast their votes by e-voting. Resolutions passed by the members through the postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the members. In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Section 108 of the Act read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended and the relevant MCA Circulars, the Company has provided the facility to the members to exercise their votes electronically and vote on the resolution through the e- voting service facility arranged by CDSL. The instructions for e-voting are provided as part of this Notice. The voting rights for the Equity Shares of the Company are one vote per Equity Share, registered in the name of the members. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of the members as on the Cut-off Date. A person who is not a member on the relevant date should treat this notice for information purpose only. In compliance with Sections 108 and 110 of the Companies Act and the rules made there under, the MCA Circulars and Regulation 44 of the SEBI Listing Regulations, the Company has provided the facility to the members to exercise their votes electronically and vote on the resolutions through the e-voting service facility arranged by CDSL. The instructions for e-voting are provided as part of this Postal Ballot Notice. Members are requested to read the instructions in the Notes under the section "General information and instructions relating to e-voting" in this Postal Ballot Notice. Members are requested to cast their vote through the e-voting process not later than 05:00 P.M. IST on Monday, January 30, 2023, to be eligible for being considered, failing which it will be strictly considered as no vote has been received from the member. The Scrutinizer will submit his report to the Chairman or any other person authorised by the Chairman after the completion of scrutiny of the e-voting, and the result of the voting by postal ballot will be announced not later than 48 hours from the conclusion of e-voting and will also be displayed on the Company's website under the section 'Investors' (URL investor-information/) and communicated to the stock exchanges and Registrar and Share Transfer Agent on the said date. The resolution, if passed by the requisite majority, shall be deemed to have been passed on January 30, 2023, i.e., the last date specified for receipt of votes through the e-voting. Additional information in respect of Ms. Rivoli Sinha, pursuant to the SEBI Listing Regulations, and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, is provided as Annexure to this Notice. I. GENERAL INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING The e-voting facility will be available during the following period: Commencement of e-voting - 09:00 P.M. (IST) on Sunday, January 1, 2023 End of e-voting - 05:00 P.M. (IST) on Monday, January 30, 2023 During this period, members of the Company holding shares either in physical form or in dematerialized form as on the Cut-off date may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. LOGIN METHOD FOR E-VOTING FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, on "e-Voting facility provided by Listed Companies", e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs in order to access e- Voting facility. Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual members holding securities in Demat mode CDSL/NSDL is given below: Type of shareholders Login Method 1) Users who have opted for CDSL Easi / Easiest facility, can login through their Individual Shareholders existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / holding securities in Demat Easiest are URL or visit mode with CDSL URL click on Login icon and select New System Myeasi. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e., CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers' website directly. If the user is not registered for Easi/Easiest, option to register is available at URL Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing Demat authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers. Individual Shareholders 1) If you are already registered for NSDL IDeAS facility, please visit the e- holding securities in demat Services website of NSDL. Open web browser by typing the following URL: mode with NSDL URL.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on "Access to e- Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re- directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available at URL. Select "Register Online for IDeAS "Portal or click at URL.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: URL on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e., your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period. Individual Shareholders You can also login using the login credentials of your demat account through your (holding securities in demat Depository Participant registered with NSDL/CDSL for e-Voting facility. After mode) login through their Successful login, you will be able to see e-Voting option. Once you click on e- Depository Participants Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period. Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository, i.e., CDSL and NSDL Login type Helpdesk details Individual Shareholders holding securities in Members facing any technical issue in login can contact CDSL Demat mode with CDSL helpdesk by sending a request at __EMAIL__r contact at 022- 23058738 and 22-23058542-43. Individual Shareholders holding securities in Members facing any technical issue in login can contact NSDL Demat mode with NSDL helpdesk by sending a request at EMAIL.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30 This is an excerpt of the original content. To continue reading it, access the original document here. Attachments Original Link Original Document Permalink

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Duration: Auto. 2 months 3 months 6 month 9 months 1 year 2years 5 years 10 years max. Mean consensus BUY Price 6 Last Close Price 392,80 NZ Average target price 510,00 NZ Spread / Average Target 29,8%