BSE ANNUAL REPORT 2018-19 - Bombay Stock Exchange

BSE LIMITEDon behalf of the Company to accept and make any alteration(s),modification(s) to the terms and conditions as it may deemnecessary, concerning any aspect of the Buyback, in accordancewith the statutory requirements as well as to give such directions asmay be necessary or desirable, to settle any questions, difficultiesor doubts that may arise and generally, to do all acts, deeds,matters and things as the Board and / or any person authorised bythe Board may, in absolute discretion deem necessary, expedient,usual or proper in relation to or in connection with or for mattersconsequential to the Buyback without seeking any further consentor approval of the shareholders or otherwise to the end and intentthat they shall be deemed to have given their approval theretoexpressly by the authority of this resolution.”through Stock Exchange” notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with the SEBI’scircular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, orsuch other circulars or notifications, as may be applicable and theCompany shall approach National Stock Exchange of India Limited(“NSE”), as may be required, for facilitating the same. RESOLVED FURTHER THAT the Board be and is herebyauthorized to give effect to the aforesaid resolutions and maydelegate all or any of the power(s) conferred herein above asit may in its absolute discretion deem fit, to any Director(s)/Officer(s)/ Authorised Representative(s)/ Committee (“BuybackCommittee”) of the Company in order to give effect to theaforesaid resolutions, including but not limited to finalizing theterms of Buyback including the mechanism for the Buyback, theschedule of activities including the dates of opening and closingof the Buyback, record date, entitlement ratio, the timeframefor completion of the Buyback; appointment of designatedstock exchange and other intermediaries/ agencies, as may berequired, for the implementation of the Buyback; preparation,signing and filing of the public announcement, the draft letterof offer, letter of offer and post-completion announcement withthe SEBI, NSE and other appropriate authorities and to makeall necessary applications to the appropriate authorities fortheir approvals including but not limited to approvals as maybe required from the SEBI, RBI under the Foreign ExchangeManagement Act, 1999, as amended and the rules, regulationsframed thereunder; and to initiate all necessary actionsfor preparation and issue of various documents includingletter of offer, opening, operation and closure of necessaryaccounts including escrow account with a bank, enteringinto agreement(s), release of public announcement, filing ofdeclaration of solvency, obtaining all necessary certificatesand reports from statutory auditors and other third parties asrequired under applicable law, extinguishment of Equity Sharesbought back by the Company, and such other undertakings,agreements, papers, documents and correspondence, underthe common seal of the Company, as may be required to befiled in connection with the Buyback with the SEBI, RBI, NSE,Registrar of Companies, Depositories and/ or other regulatorsand statutory authorities as may be required from time to time.By Order of the BoardPrajakta PowleCompany Secretary and Compliance OfficerMumbai, May 7, 2019NOTES:1. An explanatory statement pursuant to Section 102 of the CompaniesAct, 2013 (“the Act”) relating to the Special Business under ItemNos. 3 and 4 of the notice to be transacted at the Annual GeneralMeeting (“Meeting”) is annexed hereto and forms part of the notice.2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TOAPPOINT A PROXY TO ATTEND AND VOTE ON POLL ON HIS /HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OFTHE COMPANY. Pursuant to Section 105 of the Act, a person canact as a Proxy on behalf of not more than fifty Members holding inaggregate not more than ten percent of the total share capital ofthe Company carrying voting rights. Member(s) holding more thanten percent of the total share capital of the Company carrying votingrights may appoint a single person as Proxy, who shall not act as aProxy for any other Member. The instrument of Proxy, in order to beeffective, should be deposited, either in person or through post, atthe Registered Office of the Company, duly completed and signed,not later than 48 hours before the commencement of the Meeting.A Proxy Form is annexed to this Report. Proxy forms submittedon behalf of limited companies or any other entity, etc., must besupported by a certified true copy of resolution / letter of authority,as applicable. The Proxy-holder shall prove his identity at the timeof attending the Meeting. RESOLVED FURTHER THAT nothing contained herein shall conferany right on the part of any shareholder to offer and / or confer anyobligation on the Company or the Board or the Buyback Committeeto buy back any equity shares or impair any power of the Companyor the Board or the Buyback Committee to terminate any process inrelation to such Buyback, if permitted by law.3. Corporate Members intending to send their authorisedrepresentative(s) to attend the Meeting are requested to send to theCompany a certified true copy of the relevant resolution togetherwith the specimen signature(s) of the authorised representative(s)under the said resolution to attend and vote on their behalf at theMeeting. RESOLVED FURTHER THAT for the purpose of giving effect tothis resolution, the Board and / or the Buyback Committee be andare hereby jointly and/or severally empowered and authorised3Notice

ANNUAL REPORT2018–194. Members/ Proxies/ Authorised Representatives are requested tobring duly filled in Attendance Slip to the Meeting.12. Pursuant to the provisions of Section 124 of the Act read withInvestor Education and Protection Fund Authority (Accounting,Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), andrelevant circulars and amendments thereto, the amount of dividendremaining unpaid or unclaimed for a period of seven years from thedue date is required to be transferred to the Investor Education andProtection Fund (“IEPF”), constituted by the Central Government.The Company had, accordingly, transferred 72,900/- beingthe unpaid and unclaimed dividend amount pertaining to FinalDividend for Financial Year 2010-11 to the IEPF. The Company hasbeen sending reminders to Members having unpaid/ unclaimeddividends before transfer of such dividend(s) to IEPF. Details of theunpaid/ unclaimed dividend are also uploaded on the Company’swebsite www.bseindia.com. Members who have not encashedFinal Dividend for the Financial Year 2011-12 or any subsequentdividend declared by the Company, are advised to write to theCompany immediately.5. In case of joint holders attending the Meeting, the Member whosename appears as the first holder in the order of names as per theRegister of Members of the Company will be entitled to vote.6. Trading Members or their associates and agents as on cut-off dateshall not be eligible to vote on Item No. 3 of the Notice.7. The Board of Directors has recommended Final Dividend of 25per equity share for the Financial Year ended March 31, 2019 thatis proposed to be paid on or before Tuesday, August 13, 2019, tothose Members whose name appears in the Register of Membersof the Company as on June 28, 2019 (close of business hoursof record date) subject to the approval of the Shareholders at theensuing Meeting. The Interim dividend of 5 per equity share waspaid on December 15, 2018.13. Pursuant to the provisions of IEPF Rules, all equity shares inrespect of which dividend has not been paid or claimed for lastseven consecutive years shall be transferred by the Company to thedesignated Demat Account of the IEPF Authority (“IEPF Account”)within a period of thirty days of such shares becoming due to betransferred to the IEPF Account. Accordingly, 223 equity shares of 2/- each on which the dividend remained unpaid or unclaimedfor last seven consecutive years with reference to the due date ofAugust 31, 2018, were transferred during the Financial Year 201819 to the IEPF Account, after following the prescribed procedure.Further, all the shareholders who have not claimed / encashed theirdividends in the last seven consecutive years from Financial Year2011-12 are advised to claim the same. In case, valid claim isnot received, the Company will proceed to transfer the respectiveequity shares to the IEPF Account in accordance with the procedureprescribed under the IEPF Rules.8. The Company’s Registrar and Share Transfer Agents for its ShareRegistry Work (Physical and Electronic) are Karvy Fintech PrivateLimited (Karvy), having their office at Karvy Selenium Tower,B-Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda,Hyderabad, Telangana – 500032.9. Pursuant to Regulation 46 of Securities Contracts (Regulation)(Stock Exchanges and Clearing Corporations) Regulations, 2018,the securities of a Recognised Stock Exchange are required to bemaintained in demat mode. Further, in terms of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015,securities of listed companies can only be transferred in demat formw.e.f. April 1, 2019. In view of the above, Members are advised todematerialise the shares held in physical form.10. Members holding shares in demat form are hereby informedthat bank particulars registered with their respective DepositoryParticipants, with whom they maintain their demat accounts,will be used by the Company for the payment of Dividend. TheCompany or its Registrar cannot act on any request receiveddirectly from the Members holding shares in demat form for anychange of bank particulars. Such changes are to be intimatedonly to the Depository Participants of the Member. Membersholding shares in demat form are requested to intimate anychange in their address and / or bank mandate, immediately totheir Depository Participants.14. The physical copy of Annual Report 2018-19, the Notice of theMeeting and instructions for e-voting along with the AttendanceSlip and Proxy form, are being sent to t

ANNUAL REPORT 2018–19: 2: AGM Notice: NOTICE is hereby given that the Fourteenth Annual General Meeting of : BSE Limited will be held on Monday, July 15, 2019 at 11.30 A.M. at Sir . through Stock Exchange” notified by SEBI vide circular CIR/CFD/ POLICY