Central Depository Services (India) Limited — AGM Information 2018

Aug 20, 2018

Central Depository Services (India) Limited

20th August, 2018

The Manager, Listing Compliance Department, National Stock Exchange of India Ltd. Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400051

Dear Sir.

Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015

Sub: Proceedings of 20th Annual General Meeting (AGM) held on 20th August, 2018

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the summary of the proceedings of 20th Annual General Meeting (AGM) of the Company held on Monday, 20th August, 2018 at 4.00 p.m at P. L. Deshpande Maharashtra Kala Academy, Ravindra Natya Mandir, Near Shri Siddhivinavak Ganapati Mandir, Sayani Road, Prabhadevi, Mumbai - 400025.

This is for your information and record.

Thanking you.

Yours faithfully,

For Central Depository Services (India) Limited

P.S. Reddy Managing-Director and CEO

Encl: as above

Regd. Office: Marathon Futurex, A Wing, 25th Floor, Mafatlal Mills Compound, N M Joshi Marg, Lower Parel (E), Mumbai - 400 013. Phone: 91-22-2302 3333 · Fax: 91-22-2300 2036 · CIN: L67120MH1997PLC112443 Website: www.cdslindia.com

SUMMARY OF THE PROCEEDINGS OF 20TH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF CENTRAL DEPOSITORY SERVICES (INDIA) LIMITEDHELD ON MONDAY, $20^{TH}$ AUGUST, 2018 AT 4.00 P.M AT P. L. DESHPANDE MAHARASHTRA KALA ACADEMY, RAVINDRA NATYA MANDIR, NEAR SHRI SIDDHIVINAYAK GANAPATI MANDIR, SAYANI ROAD, PRABHADEVI, MUMBAI-400025.

The 20th Annual General Meeting (AGM) of the members of the company was held on Monday, 20th August, 2018 at 4.00 p.m at P. L. Deshpande Maharashtra Kala Academy, Ravindra Natya Mandir, near Shri Siddhivinayak Ganapati Mandir, Sayani Road, Prabhadevi, Mumbai-400025. The following Board members were present at the 20th AGM of the Company:

S/	Directors Attendance	Category of Director
N
$\cdot$ 1	Shri T.S. Krishna Murthy	Chairman, Public Interest Director (Chairman of Audit
		Committee)
$\overline{2}$	Shri P.S. Reddy	Managing Director and CEO
3	Shri A.Krishnakumar	Public Interest Director (Chairman of Nomination and
		Remuneration/ Compensation Committeeand
		Stakeholders Relationship and Securities Transfer
		Committee)
$\overline{4}$	Smt. Usha Narayanan	Public Interest Director
5	Shri Nayan Mehta	Shareholder Director
6	Shri Nehal Vora	Shareholder Director
$\overline{7}$	Shri K.V. Subramanian	Shareholder Director

Shri T.S. Krishna Murthy, the Chairman of the Board presided over the meeting and welcomed the Members to the 20th AGM. The representatives of statutory auditors and secretarial auditors were also present at the meeting. The details of the number of shareholders present in the meeting are as follows:

S/N	Category	Persons	Shares as on	Percentage
			Record Date
	Members	84	78,085	0.174881087
	Proxy		7,508	0.016815102
3	Authorised	10
	Representatives		4,45,64,747	99.80830381
Total		96	4,46,50,340	100

After ascertaining that the requisite quorum was present, the Chairman declared the meeting to be in order and commenced the proceeding of the meeting.

The Chairman then informed the members that the Proxy register and other registers and documents were available for inspection of members.

With the permission of the members present, Chairman, took the Notice of the meeting along with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2018 and the report of Board of Directors, being already circulated as read

The Chairman further informed that the Auditor's report on the Financial Statement for the financial year ended 31st March, 2018 did not have any qualifications, observations, comments or other remarks.

The Chairman then touched upon the performance of the Company during the financial year 2017-18 in brief and thanked all Shareholders, SEBI and Stock Exchanges, Board members, Auditors, Legal Advisors and employees of CDSL.

Further, the Chairman then informed the Shareholders about change in the record date from 13th August, 2018 to 11th August, 2018 as circulated in Corrigendum

The Chairman also informed that pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company had provided the remote e-Voting facility to the members of the Company whose name appeared as member in the register of members as on Monday, 13th August, 2018 to cast/exercise their vote(s) electronically in respect of businesses to be transacted at the AGM for which the remote e-voting period had commenced on Friday, 17th August, 2018 (9.00 am IST) and ended on Sunday, 19th August, 2018 (5.00 pm IST).

The Shareholders were also informed that the facility for e-Voting at the venue of meeting for the members who had not cast their vote through remote e-voting. It was clarified that only those members holding shares of the Company as on Monday, 13th August, 2018 were eligible to participate in the remote e-voting as well as e-Voting at the meeting.

The Chairman then provided a fair opportunity to the Shareholders of the Company who wanted to express their views or seek clarifications on the items of the business and performance of the Company. Shri P.S. Reddy, Managing Director and CEO adequately answered/ clarified the queries of the Shareholders.

The Chairman then proceeded to explain the format of the conduct of the meeting and placed the following agenda items for proposal and secondment briefly explaining the objective and implications, wherever necessary.

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the audited standalone and consolidated financial statements of the Company for the year ended as on 31st March, 2018 along with the reports of Board of Directors and Auditors.
• 1. To declare dividend on equity shares of the Company for FY 2017-18
• 1. To reappoint Shri C. Venkat Nageswar as Director liable to retire by rotation.
• 1. To appoint Statutory Auditors and fix their remuneration.

SPECIAL BUSINESS:

• 1. Appointment of Shareholder Director Shri K.V. Subramanian
• 1. Approval for Re-appointment and remuneration of Shri P.S. Reddy as MD & CEO for 1 year w.e.f. 1st April, 2018.
• 1. Approval for Investment in excess of limits stated in section 186 of the Companies Act, 2013.

All the above agenda matters were duly proposed and seconded by the Members present. The Chairman informed that the Board of Directors had appointed Mrs. Dipti Mehta (CP No. 3202) failing her Mr. Atul Mehta (CP No. 2486), Practicing Company Secretaries as the scrutinizer for conducting remote and venue e-Voting in a fair and transparent manner. The e-Voting results along with the consolidated Scrutinizer's report shall be informed to Stock exchange and also will be placed on the website of the Company www.cdslindia.com

The Chairman then thanked the members attending the meeting and for their co-operation. The meeting and the venue e-Voting process was concluded by 6.30 p.m.

After the completion of the AGM, the Scrutinizer submitted their report post verification of the votes. As per the Scrutinizers Report, all the resolutions as stated in the Notice of the 20th AGM were passed with requisite majority.

Thanking you.

Yours faithfully,

For Central Depository Services (India) Limited

P.S. Reddy Managing Director and CEO