SUBX.L Regulatory News (SUBX)

13 Jul 2007 11:50

Subex Azure Limited13 July 2007 Subex Azure Limited Registered Office: 721, 7th Main, Mahalaxmi Layout, Bangalore 560 086, India Corporate Office: 372, Koramangala 3rd Block, Sarjapur Road, Bangalore 560 034, India Tel: +91 80 6659 8700 Fax: +91 80 2563 4100 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the thirteenth Annual General Meeting of the Membersof Subex Azure Limited will be held at Le Meridien, 28, Sankey Road, Bangalore -560 052 on Thursday, the 26th of July 2007 at 4.00 P.M. to transact thefollowing business: ORDINARY BUSINESS: 1. To receive, consider and adopt the audited Balance Sheet as at 31st March 2007 and Profit and Loss Account for the year ended 31st March 2007 and the reports of the Board of Directors and Auditors of the company thereon. 2. To declare a final dividend on equity shares. 3. To appoint a Director in place of Mr. K Bala Chandran, who retires by rotation, being eligible, seeks re-election. 4. To appoint a Director in place of Mr. V Balaji Bhat, who retires by rotation, being eligible, seeks re-election. 5. To appoint auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration and to pass the following resolution thereof as an ordinary resolution. "RESOLVED THAT M/s. Deloitte Haskins & Sells, Chartered Accountants, Bangalorebe and is hereby appointed as the auditors of the company, under Section 224 andother applicable provisions, if any, of the Companies Act, 1956 to hold officefrom the conclusion of this Annual General Meeting until the conclusion of thenext Annual General Meeting on such remuneration as may be fixed by the Board ofDirectors of the company in consultation with the auditors". SPECIAL BUSINESS: 6. To consider and if thought fit, to pass with or without modification(s), the following as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309 read withSchedule XIII and other applicable provisions, if any, of the Companies Act,1956, approval of the members of the company be and is hereby accorded to there-appointment of Mr. Subash Menon as the Managing Director & Chief ExecutiveOfficer of the company, for a period of five years, with effect from 1st October2007 until 30th September 2012 and increase of salary, commission andperquisites (hereinafter referred to as "remuneration") of the Managing Director& Chief Executive Officer with effect from 1st April 2007, upon the terms andconditions as detailed in the explanatory statement attached hereto, whichhereby is approved and sanctioned with authority to the Board of Directors toalter and vary the terms and conditions of the said re-appointment and/oragreement (including authority from time to time, to determine the amount ofsalary and commission as also the type and amount of perquisite and otherbenefits payable to the Managing Director & Chief Executive Officer), in suchmanner as may be agreed to between the Board of Directors and the ManagingDirector & Chief Executive Officer, provided however that the remunerationpayable to the Managing Director & Chief Executive Officer shall not exceed theoverall ceiling of the total managerial remuneration as provided under ScheduleXIII of the Companies Act, 1956. RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts,deeds and things and execute all such documents, instruments and writings as maybe required and to delegate all or any of its powers herein conferred to anyCommittee of Directors or Director(s) or Officer(s) of the company to giveeffect to the aforesaid resolution". 7. To consider and if thought fit, to pass with or without modification(s), the following as a Special Resolution: "RESOLVED THAT in supersession of resolution no. 7 passed by the members of thecompany at their Extraordinary General Meeting held on 29th May 2006 andpursuant to the provisions of Sections 198, 269, 309 read with Schedule XIII andother applicable provisions of the Companies Act, 1956 including any statutorymodification or re-enactment thereof for the time being in force and such otherapprovals as may be required, approval of the members of the company be and ishereby accorded to the revision in the terms of appointment including enhancingthe salary, commission and perquisites (hereinafter referred to as "remuneration") of Mr. Sudeesh Yezhuvath, Wholetime Director & Chief Operating Officer ,witheffect from 1st April 2007 upon the terms and conditions as detailed in theexplanatory statement attached hereto, which hereby is approved and sanctionedwith authority to the Board of Directors to alter and vary the terms andconditions of the said revision and/or agreement (including authority from timeto time, to determine the amount of salary and commission as also the type andamount of perquisites and other benefits payable to the Wholetime Director &Chief Operating Officer) in such manner as may be agreed to between the Board ofDirectors and the Wholetime Director & Chief Operating Officer provided howeverthat the remuneration payable to the Wholetime Director & Chief OperatingOfficer shall not exceed the overall ceiling of the total managerialremuneration as provided under the Schedule XIII of the Companies Act, 1956. RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts,deeds and things and execute all such documents, instruments and writings as maybe required and to delegate all or any of its powers herein conferred to anyCommittee of Directors or Director(s) or Officer(s) of the company to giveeffect to the aforesaid resolution." Place : Bangalore By Order of the BoardDate : 26th June 2007 Raj Kumar Chief Counsel & Company Secretary NOTES: 1. Explanatory Statements pursuant to Section 173 (2) of the Companies Act, 1956, in respect of Special Business are annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. 3. The instrument appointing the proxy should be deposited at the corporate office of the company not less than 48 hours before the commencement of the meeting. 4. Members / proxies should bring the attendance slip sent herewith, duly filled in for attending the Meeting. 5. The register of directors' shareholdings, maintained under Section 307 of the Companies Act, 1956 will be available for inspection by the members at the Annual General Meeting. 6. The certificate from the auditors of the company stating that the company's ESOP 2000 and ESOP 2005 plans are being implemented in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 shall be available for inspection by the members at the Annual General Meeting. 7. The register of members and share transfer books will remain closed from Monday, 23rd July 2007 to Thursday, 26th July 2007 (both days inclusive). 8. The dividend on equity shares as recommended by the Board of Directors of the company, if declared at the meeting, will be payable to those members whose names appear in the register of members of the company as on 26th July 2007. 9. Members who wish to get the amount of dividend credited to their bank account through Electronic Clearing Service may kindly send the mandates (as per enclosed format) or who wish to update their addresses may write to the Registrar and Share Transfer Agents - M/s. Canbank Computer Services Limited, R&T Center, # 14, 4th Floor, Naveen Complex, M.G.Road, Bangalore-560 001. 10. Members who wish to get any further information as regards the items to be transacted at the meeting are requested to write to the Chief Counsel & Company Secretary at an early date so as to enable the management to reply at the meeting. Place : Bangalore By Order of the BoardDate : 26th June 2007 Raj Kumar Chief Counsel & Company Secretary ANNEXURE TO THE NOTICE EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 Item No. 6 The Board of Directors of the company at their meeting held on 30th April 2007resolved to re-appoint Mr. Subash Menon as Managing Director & Chief ExecutiveOfficer of the company for a further period of five years with effect from 1stOctober 2007 until 30th September 2012 subject to the approval of the members atthe Annual General Meeting. The Remuneration Committee of the Board of Directorsat its meeting held on 30th April 2007 recommended the revision in the currentremuneration of the Managing Director & Chief Executive Officer of the company. The details of remuneration payable to Mr. Subash Menon and the terms andconditions of the re-appointment are given below: (i) Salary: Rs. 9,16,667 per month or Rs. 110 lakhs per annum w.e.f 1st April 2007 which is eligible for revision, subject to the approval of the members of the company. (ii) Commission: The Managing Director & Chief Executive Officer will be eligible for commission payable on a yearly basis as may be decided by the Remuneration Committee of the Board of Directors subject to the ceiling limits prescribed under the Companies Act, 1956. (iii)Perquisites : The Managing Director & Chief Executive Officer shall be entitled to all theperquisites listed herein below in addition to the salary and commissionmentioned above. a. Housing: The Company shall provide rent-free furnished residential accommodation, with free gas, electricity and water as per company policy. In case no accommodation is provided by the company, the Managing Director & Chief Executive Officer shall be entitled to such house rent allowance subject however to a limit of 60% of his salary. The expenditure incurred by the Company on gas, electricity, water and furnishing shall be valued as per the Income Tax Rules, 1962. b. Medical Reimbursement: Reimbursement of medical expenses incurred, including premium paid on health insurance policies, whether in India or aboard, for self and family including hospitalization, surgical charges, nursing charges and domiciliary charges for self and for family. c. Leave Travel Concession: For self and family every year incurred in accordance with the rules of the Company. d. Club Fees: Fees of clubs, subject to a maximum of three clubs. e. Personal Accident Insurance and Mediclaim Insurance: As per the rules of the company. f. Provident Fund/Pension: Contribution to Provident Fund and Pension Fund as per the policy of the company. g. Gratuity: Gratuity payable shall be in accordance with the provisions of the Payment of Gratuity Act, 1972. h. Use of car with driver: The Company shall provide cars to the Managing Director & Chief Executive Officer subject to a maximum of two cars with driver(s) at a time for business and personal use. i. Telephone facility at residence: Telephone facility shall be provided at the Managing Director & Chief Executive Officer's residence. j. Security Guard: Reimbursement of security guard's salary, subject to a maximum of two security guards at a time. k. Gardener: Reimbursement of gardener's salary, subject to a maximum of one gardener. Other terms and conditions: a. In the event of absence or inadequacy of profits in any financial year during the tenure of the Managing Director & Chief Executive Officer, salary and perquisites subject to the limits stipulated under Schedule XIII read with Section 269 and 309 of the Companies Act, 1956, is payable. b. "Family" means the spouse and dependent children of Mr. Subash Menon. c. Leave with full pay and allowances shall be allowed as per the company's rules. d. Reimbursement of entertainment expenses actually and properly incurred in the course of business of the Company shall be allowed. e. No sitting fees shall be paid to the Managing Director & Chief Executive Officer for attending the meetings of the Board of Directors or Committees thereof. The company has revised its existing agreement with Mr. Subash Menon, interalia,to give effect to the aforementioned terms and conditions. This notice may betreated as an abstract containing terms of re-appointment and variation in theremuneration of Mr. Subash Menon as per Section 302 of the Companies Act, 1956.The copies of the relevant documents including resolutions of the Board/Remuneration Committee are available for inspection by the members at thecorporate office of the company during working hours on any working day till thedate of this Annual General Meeting. Mr. Subash Menon is concerned and interested in this resolution, as it relatesto his re-appointment and payment of remuneration. Mr. Sudeesh Yezhuvath beingthe brother of Mr. Subash Menon is also concerned and interested in thisresolution. None of the other directors are directly or indirectly concerned or interestedin this resolution. Item No.7 The Remuneration Committee of the Board of Directors of the Company at theirmeeting held on 30th April 2007 recommended the revision of the terms ofappointment including enhancing the salary, commission and perquisites(hereinafter referred to as "remuneration") of Mr. Sudeesh Yezhuvath, WholetimeDirector & Chief Operating Officer of the company, subject to the approval ofthe Members at the Annual General Meeting. The details of such revisions are given below: i. Salary: Rs. 8,75,000 per month or Rs. 105 lakhs per annum w.e.f 1st April 2007, which is eligible for revisions, subject to the approval of the members of the company. ii. Commission: The Wholetime Director & Chief Operating Officer will be eligible for commission payable on a yearly basis and as may be decided by the Remuneration Committee of the Board of Directors subject to the ceiling limits prescribed under the Companies Act, 1956. iii. Perquisites: The Wholetime Director & Chief Operating Officer shall be entitled to all the perquisites listed herein below in addition to the salary and commission mentioned above. a. Housing: The Company shall provide rent-free furnished residential accommodation, with free gas, electricity and water as per company policy. In case no accommodation is provided by the company, the Wholetime Director & Chief Operating Officer shall be entitled to such house rent allowance subject however to a limit of 60% of his salary. The expenditure incurred by the Company on gas, electricity, water and furnishing shall be valued as per the Income Tax Rules, 1962. b. Medical Reimbursement: Reimbursement of medical expenses incurred, including premium paid on health insurance policies, whether in India or aboard, for self and family including hospitalization, surgical charges, nursing charges and domiciliary charges for self and for family. c. Leave Travel Concession: For self and family every year incurred in accordance with the rules of the Company. d. Club Fees: Fees of clubs, subject to a maximum of three clubs. e. Personal Accident Insurance and Mediclaim Insurance: As per the rules of the company. f. Provident Fund/Pension: Contribution to Provident Fund and Pension Fund as per the policy of the company. g. Gratuity: Gratuity payable shall be in accordance with the provisions of the Payment of Gratuity Act, 1972. h. Use of car with driver: The Company shall provide cars to the Wholetime Director & Chief Operating Officer subject to a maximum of two cars with driver(s) at a time for business and personal use. i. Telephone facility at residence: Telephone facility shall be provided at the Whole Time Director's residence. j. Security Guard: Reimbursement of security guard's salary, subject to a maximum of two security guards at a time. k. Gardener: Reimbursement of gardener's salary, subject to a maximum of one gardener. Other terms and conditions: a. In the event of absence or inadequacy of profits in any financial year during the tenure of the Whole Time Director, salary and perquisites subject to the limits stipulated under Schedule XIII read with Section 269 and 309 of the Companies Act, 1956, is payable. b. "Family" means the spouse and dependent children of Mr. Sudeesh Yezhuvath. c. Leave with full pay and allowances shall be allowed as per the Company's rules. d. Reimbursement of entertainment expenses actually and properly incurred in the course of business of the Company shall be allowed. e. No sitting fees shall be paid to the Wholetime Director & Chief Operating Officer for attending the meetings of the Board of directors or Committees thereof. The company has entered into separate agreement with Mr. Sudeesh Yezhuvath,containing, inter alia, the above terms and conditions. This notice may betreated as an abstract containing variation in the terms of remuneration of Mr.Sudeesh Yezhuvath as per Section 302 of the Companies Act, 1956. The copies ofthe relevant documents including resolutions of the Board/Remuneration Committeeare available for inspection by the members at the corporate office of thecompany during working hours on any working day till the date of this AnnualGeneral Meeting. Mr. Sudeesh Yezhuvath is concerned and interested in this resolution, as itrelates to his remuneration and terms of appointment. Mr. Subash Menon, beingthe brother of Mr. Sudeesh Yezhuvath is also concerned and interested in thisresolution. None of the other directors are directly or indirectly concerned or interestedin this resolution. Place : Bangalore By Order of the BoardDate : 26th June 2007 Raj Kumar Chief Counsel & Company Secretary Additional information on directors seeking re-appointment at the Annual General Meeting Mr. V Balaji Bhat Mr. V Balaji Bhat is a Chartered Accountant and Management Consultantspecializing in mergers & acquisitions, advisory services and internationaltaxation. He is also associated with various medium and large corporations inIndia and overseas as an advisor and director. He is the Managing Director andChief Executive Officer of Primus Retail Pvt Ltd (formerly Gitanjali LifestyleProducts Pvt Ltd). Primus Retail Pvt Ltd is a company engaged in retailing anddistribution of lifestyle products with specific regard to apparel, shoes andrelated accessories. Companies/Institutions in which Mr. V Balaji Bhat holds directorship andcommittee memberships Subex Technologies LimitedDirector Yuken India LimitedDirectorAudit Committee - ChairmanCompensation Committee - Member Natural Capsules LimitedDirector Indus Fila LimitedDirector Indusage Advisors Private LimitedDirector Primus Retail Private LimitedDirector Primus Brands Private LimitedDirector K. Mohan & Company (Exports) Private LimitedDirector Indusage Advisors (Asia Pacific) Pte LimitedDirector Apara Enterprise Solutions Private LimitedDirector Shareholding in the company Mr. V Balaji Bhat holds 31,000 equity shares of the company as on the date ofthis notice. Mr. K Bala Chandran Mr. K Bala Chandran is a Graduate in Physics from Loyola College (MadrasUniversity) and a Post-Graduate Dip. in Business and Industrial Management. Hehas completed courses in Finance Management, Advanced Sales Management & QualityManagement. Mr. Bala Chandran took charge as the Chief Executive Officer inDecember 1997, after joining KRONE Communications Ltd. in 1991 during whichperiod he was responsible for the Sales & Marketing operations of the company.He was designated as the Managing Director of the company subsequently inOctober 2000. He started his career with Lawrence & Mayo (I) Pvt. Ltd.,responsible for Sales Engineering of Edwards High Vacuum Systems of UK. Hesubsequently served the S&J Group as it's Regional Manager in the IndustrialClean Systems Division. Companies/Institutions in which Mr. K Bala Chandran holds directorship andcommittee memberships Krone Communications LimitedManaging DirectorShareholders Grievance Committee - MemberAudit Committee - Member International Facility Management InstituteDirector Shareholding in the company Mr. K Bala Chandran holds 15,000 equity shares of the company as on the date ofthis notice. ELECTRONIC CLEARNING SERVICE (CREDIT CLEARING) MANDATE FORM Investor / Customer's Option to receive payments through Credit ClearingMechanism 1. Investor / Customer's Name : Folio No. : 2. Particulars of Bank Account a. Bank Name : b. Branch Name : c. 9-Digit Code Number of the Bank and branch appearing on the MICR cheque issued by the Bank (Please attach a blank 'cancelled' cheque or a photocopy thereof) : d. Account Type (SB Account, Current Account or Cash Credit) with code 10/11/13 : e. Ledger No./Ledger Folio No. : f. Account Number (as appearing on the cheque book) : 3. Date of Effect : I, hereby, declare that the particulars given above are correct and complete.If the transaction is delayed or not effected at all for reasons of incompleteor incorrect information, I would not hold the user institution responsible. Ihave read the option invitation letter and agree to discharge the responsibilityof me as a participant under the scheme. Date: Signature of the Investor / Customer ____________________________________ In case the investor is not in a position to give blank "cancelled" cheque or aphotocopy thereof, a certificate as under may be furnished. Certificate of the Investor / Customer's bank ** Certified that the particulars furnished above are correct as per our records ____________________________________________________ Signature of the Authorised / Official from the Bank Date Bank's stamp ** To be produced only if blank "cancelled" cheque or a photocopy thereof is not furnished. ATTENDANCE SLIP Annual General Meeting- 26th July 2007 Reg. Folio No. _____________ No. of Shares: ______________ DP Id: ____________________ Client Id: __________________ I / We, certify that I / We, am / are a Member / Proxy for the Member of the Company. I / We hereby record my presence at the Annual General Meeting held at Le Meridien, 28, Sankey Road, Bangalore - 560 052 on Thursday, the 26th of July 2007 at 4.00 P.M. ................................. ....................................... Member's / Proxy name in block letters Signature of Member's / Proxy Notes: 1. Please fill up this attendance slip and hand it over at the entrance of the meeting hall.2. Members are requested to bring their copies of this notice and explanatory statement to the meeting.3. A shareholder may vote either for or against each resolution. SUBEX AZURE LIMITED Registered Office: No. 721, 7th Main, Mahalaxmi Layout, Bangalore - 560 086Corporate Office: 372, Koramangala 3rd Block, Sarjapur Road, Bangalore 560 034 SUBEX AZURE LIMITED Registered Office: No. 721, 7th Main, Mahalaxmi Layout, Bangalore - 560 086 Corporate Office: 372, Koramangala 3rd Block, Sarjapur Road, Bangalore 560 034 PROXY FORM Annual General Meeting- 26th July 2007 Reg. Folio No. _____________ No. of Shares: ______________ DP Id: ____________________ Client Id: __________________ I/We............................................................................ of ...............................being Member/s of Subex Azure Limited hereby appoint .............................of..........................or failing him/ her .................................of................... as my / our proxy to vote for me / us on my / our behalf at the Annual General Meeting of the Company to be held at Le Meridien, 28, Sankey Road, Bangalore - 560 052 on Thursday, the 26th of July 2007 at 4.00 P.M. and at any adjournment thereof. Signed this .....day of ......2007. +---------+ | | Affix Re.1/- | | Revenue StampNotes | | | | +---------+ 1. This form duly completed and signed must be deposited at the Corporate Office of the Company not less than 48 hours before the Meeting. 2. The members who hold shares in dematerialized form shall quote their demat account number and DP ID Number. This information is provided by RNS The company news service from the London Stock Exchange