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SIS LIMITED AGM Information 2021

Jun 3, 2021

60900_rns_2021-06-03_a3a9682b-576e-48dd-8afa-e84dcd3b0e88.pdf

AGM Information

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Date: June 3, 2021

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: Annual General Meeting and Annual Report 2020-21

The thirty-seventh Annual General Meeting ("AGM") of the Company will be held on Friday, June 25, 2021, at 12:00 Noon IST through Video Conference/Other Audio-Visual Means.

Pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Annual Report of the Company along with the Notice of AGM for the financial year 2020-21 which is sent only through electronic mode to the members.

The Annual Report containing the Notice is also uploaded on the Company's website https://sisindia.com/investors/annual-report.

This is for your information and records.

Thanking you.

Yours Faithfully, For SIS Limited

Pushpalatha K Company Secretary

SIS Limited

SIS LIMITED (Formerly Security and Intelligence Services (India) Limited) CIN- L75230BR1985PLC002083 Regd. Office- Annapoorna Bhawan, Telephone Exchange Road, Kurji, Patna- 800 010 Ph. No. +91 612 226 6666 Fax. +91 612 226 3948 Website: www.sisindia.com E-mail: [email protected]

THIS NOTICE FORMS AN INTEGRAL PART OF THE ANNUAL REPORT 2020-21

NOTICE is hereby given that the 37th Annual General Meeting of SIS Limited will be held on Friday, June 25, 2021 at 12:00 Noon (IST) through Video Conference ("VC") to transact the following businesses:

ORDINARY BUSINESS:

    1. To receive, consider and adopt the audited financial statements of the Company (including the audited consolidated financial statements) for the financial year ended March 31, 2021, together with the reports of the Board of Directors and the Auditors thereon.
    1. To appoint a Director in place of Mr. Rituraj Kishore Sinha (DIN: 00477256), who retires by rotation and being eligible, offers himself for re-appointment.
    1. To appoint a Director in place of Mr. Arvind Kumar Prasad (DIN: 02865273), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

4. To consider and approve the revision in the remuneration of Mr. Arvind Kumar Prasad (DIN: 02865273), Director Finance of the Company

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Schedule V to the Act and the Companies (Appointment and Remuneration to Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof forthe time being in force) and such other approvals, permissions and sanctions as ay be required, the approval of the members be and is hereby accorded to increase the remuneration of Mr. Arvind Kumar Prasad (DIN: 02865273), Director – Finance of the Company to ` 57,75,000 per annum, on the terms and conditions as set out in the explanatory statement, effective June 1, 2021 for the remaining period of his tenure as Director – Finance of the Company.

RESOLVED FURTHER THAT, notwithstanding anything to the contrary herein contained where in any financial year during the tenure of the Director – Finance, the Company has no profits, or its profits are inadequate, the Company will pay remuneration by way of salary including perquisites and allowances, as specified under Schedule V to the Act or in accordance with any statutory modification(s) thereof.

RESOLVED FURTHER THAT the Board of Directors be and are hereby severally authorized to do all such acts, deeds, things and matters as the Board of Directors may, in its absolute discretion, consider necessary, proper, expedient, desirable or appropriate to give effect to this Resolution."

By Order of the Board For SIS Limited

Sd/- Place : Bangalore Pushpalatha Katkuri Date : April 28, 2021 Company Secretary

NOTES:

    1. The relevant Explanatory Statements pursuant to Section 102 of the Companies Act, 2013 ("the Act") in respect of the special businesses of the Notice as set above, are annexed hereto.
    1. The Ministry of Corporate Affairs ("MCA") has vide its circular dated January 13, 2021 read with the circulars dated April 8, 2020, April 13, 2020 and May 5, 2020 (collectively referred to as "MCA Circulars") and SEBI vide its circulars dated May 12, 2020 and January 15, 2021 (collectively referred to as "SEBI Circulars"), permitted the holding of the Annual General Meeting ("AGM") through VC, without the physical presence of the members at a common venue. Hence, in compliance with the MCA Circulars and SEBI Circulars, the AGM of the Company is being held through VC.
    1. Additional information, pursuant to Regulation 26 (4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of the Directors seeking re-appointment at this AGM, is provided as Annexure to this Notice.
    1. A Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/ her behalf and the proxy need not be a member of the Company. Since this AGM is being held pursuant to the MCA Circulars and SEBI Circulars through VC, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence the Proxy Form, Attendance Slip and route map are not annexed to this Notice.
    1. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC. Corporate members intending to authorize their representatives to participate and vote at the AGM are requested to upload a copy of the Board resolution/authorization letter on the e-voting portal or send to the Company at [email protected].
    1. Members attending the AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
    1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM.
    1. As per Regulation 40 of the SEBI Listing Regulations, as amended, securities of listed entities can be transferred only in dematerialized form with effect from April 1, 2019, except in case of transmission or transposition of securities. In view of this, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact Link Intime India Private Limited, Registrar and Share Transfer Agents of the Company ("Link Intime") or the Company for any assistance in this regard.
    1. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number, mandates, nominations, power of attorney, bank details viz., name of the bank, branch details, bank account number, MICR Code, IFSC Code etc., to their Depository Participants ("DPs") in case the shares are held in electronic form and Link Intime in case the shares are held in physical form.

10. Registration of email id for shareholders holding physical shares:

Members holding shares in physical form and who have not registered their e-mail addresses may get their e-mail addresses registered with Link Intime, by clicking the link: https://linkintime.co.in/emailreg/email\_ register.html in their web site www.linkintime.co.in at the Investor Services tab by choosing the E mail / Bank Registration heading and follow the registration process as guided therein. Members are requested to provide details such as Name, Folio Number, Certificate number, PAN, mobile number and e-mail id and also upload the image of share certificate in PDF or JPEG format.

On submission of the details an OTP will be received by the member which needs to be entered in the link for verification.

a. For Permanent Registration for Demat shareholders:

It is clarified that for permanent registration of e-mail address, Members are requested to register their e-mail address, in respect of demat holdings with the respective Depository Participant (DP) by following the procedure prescribed by the Depository Participant.

b. For Temporary Registration for Demat shareholders:

Members holding shares in Demat Form and who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with Link Intime by clicking the link: https:// linkintime.co.in/emailreg/email\_register.html in their web site www.linkintime.co.in at the Investor Services tab by choosing the E mail Registration heading and follow the registration process as guided therein. Members are requested to provide details such as Name, DPID, Client ID/ PAN, mobile number and e-mail id.

c. Registration of Bank Details for physical shareholders:

Members holding shares in physical Form and who have not registered their bank details can get the same registered with Link Intime, by clicking the link: https://linkintime.co.in/emailreg/email\_ register.html in their web site www.linkintime. co.in at the Investor Services tab by choosing the E mail/Bank Registration heading and follow the registration process as guided therein. Members are requested to provide details such as Name, Folio Number, Certificate number , PAN, e – mail id along with the copy of the cheque leaf with the first named member as mentioned on the cheque leaf containing bank name and branch, type of account, bank account number, MICR details and IFSC code in PDF or JPEG format. It is very important that the member should submit the request letter duly signed. Link intime will verify the documents upload and will only take on records for all valid cases.

On submission of the details, an OTP will be received by the member which needs to be entered in the link for verification.

  1. In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice of the 37th AGM along with the Annual Report 2020-21 is being sent only through electronic mode to the members whose email addresses are registered with the Company/Depositories.

Members may note that the Notice and the Annual Report 2020-21 will also be available on the Company's website www.sisindia.com, websites of the Stock Exchanges i.e., BSE Limited, and National Stock Exchange of India Limited at www.bseindia.com and www. nseindia.com respectively, and on the website of CDSL www.evotingindia.com.

    1. In terms of the provisions of Section 72 of the Act, members are entitled to make nominations in respect of the equity shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members are requested to submit the said details to their DP in case the shares are held by them in electronic form and to Link Intime in case the shares are held in physical form.
    1. Members are requested to note that dividends remaining unclaimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). The shares in respect of such

Notice Contd.

unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, members are requested to claim their dividends from the Company, within the stipulated timeline. Members who wish to claim such dividends are requested to correspond with Link Intime for revalidation of warrants/ drafts or instructions and encash them before the due dates. Members, whose unclaimed dividends / shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in.

    1. Members are requested to address all correspondence, including dividend related matters to Link Intime.
    1. In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations, the Company has provided a facility to its members to cast their vote electronically, through the e-voting services provided by Central Depository Services (India) Limited ("CDSL") on all the resolutions set forth in this Notice. Members who have cast their votes by remote e-voting prior to the AGM may also participate in the AGM through VC but shall not be entitled to cast their vote on such resolutions again. The manner and process of e-voting remotely by members is provided in the instructions for e-voting which forms part of this Notice.
    1. The remote e-voting period will commence on Tuesday, June 22, 2021 (IST 09:00 a.m.) and will end on Thursday, June 24, 2021 (IST 05:00 p.m.). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date i.e., Friday, June 18, 2021, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently. The voting rights of members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date i.e., Friday, June 18, 2021.
    1. The facility for voting during the AGM will also be made available. Members present in the AGM through VC

and who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.

    1. Any person who becomes a member of the Company after sending the Notice and holding shares as on the cut-off date may obtain the login ID and password by sending a request at [email protected]. However, if a member is already registered with CDSL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.
    1. In case of joint holders, the joint holder who is higher in the order of names will be entitled to vote at the meeting, if not already voted through remote e-voting.
    1. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company mentioning their name, demat account number/folio number, email id, mobile number at [email protected] on or before Friday, June 18, 2021. The same will be replied by the Company suitably.
    1. The Board of Directors has appointed Mr. Suryakant Kumar (ACS No. 27610, CP No. 10207), Company Secretary in Practice as the Scrutinizer to scrutinize the remote e-voting process and voting during the AGM, in a fair and transparent manner.
    1. The Scrutinizer shall immediately, after the conclusion of e-voting at the AGM, first count the votes cast during the AGM, thereafter, unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same.
    1. The results declared along with the Scrutinizer's Report shall be placed on the website of the Company www.sisindia.com and on the website of CDSL www. evotingindia.com immediately. The results will also be communicated to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.

ANNEXURE TO THE NOTICE

Explanatory statement pursuant to Section 102 of the Companies Act, 2013

The following statement sets out all material facts relating to certain Ordinary Business and all the Special Businesses mentioned in the accompanying Notice:

Item No. 2.

Though not statutorily required, the following is being provided as additional information to the members.

As per the provisions of Section 152 of the Companies Act, 2013 ("the Act"), Mr. Rituraj Kishore Sinha (DIN: 00477256), Managing Director of the Company, is due to retire by rotation. Mr. Sinha, being eligible, has offered himself for reappointment.

The Board recommends the resolution in relation to the reappointment of Mr. Sinha as set out in Item No. 2 for approval of the members.

Except for Mr. Sinha, Mrs. Rita Kishore Sinha, and Mr. Ravindra Kishore Sinha, none of the Directors, Key Managerial Personnel or their respective relatives is in any way concerned or interested financially or otherwise, in the resolution mentioned at Item No. 2.

Item No. 3.

Though not statutorily required, the following is being provided as additional information to the members.

As per the provisions of Section 152 of the Act, Mr. Arvind Kumar Prasad (DIN: 02865273), Director - Finance of the Company, is due to retire by rotation. Mr. Prasad, being eligible, has offered himself for re-appointment.

The Board recommends the resolution in relation to the reappointment of Mr. Arvind Kumar Prasad as set out in Item No. 3 for approval of the members.

Except for Mr. Prasad, none of the Directors, Key Managerial Personnel or their respective relatives is in any way concerned or interested financially or otherwise, in the resolution mentioned at Item No. 3.

Item No. 4

Mr. Arvind Kumar Prasad was appointed as Director – Finance of the Company with effect from April 24, 2017 to hold office for a period of 5 years upto April 23, 2022 at a remuneration of ` 48,50,000 per annum. Subsequently, the members, in the Annual General Meeting held on June 28, 2018 and June 28, 2019, had revised the remuneration payable to the Director - Finance from INR 48,50,000 per annum to INR 52,38,000 per annum effective from June 1, 2018 and from 52,38,000 per annum to INR 55,00,000 per annum effective June 1, 2019 respectively.

Based on the recommendation of the Nomination and Remuneration Committee and considering the prevailing levels of managerial remuneration in industry, the Board of Directors, in its meeting held on June 28, 2021, had recommended an increase in the remuneration of Mr. Prasad, from 55,00,000 to 57,75,000 per annum, as detailed hereunder, effective June 1, 2021.

  • a. Basic Salary: `25,20,000 per annum
  • b. Allowances: ` 29,52,999 per annum
  • c. Statutory Benefits: Gratuity, contribution to provident fund, insurance cover and leave with full pay and allowance are as per the Company policy.

In terms of the provisions of Sections 197 of the Act and the Rules made thereunder, approval of the members is required by way of a special resolution for revision in such remuneration.

Additional information in respect of Mr. Prasad, pursuant to the SEBI Listing Regulations and the Secretarial Standard on General Meetings, is enclosed.

The Board recommends the resolution as set forth in Item No. 4 of the Notice for approval of the Members.

Except for Mr. Prasad, to whom the resolution relates, none of the Directors, Key Managerial Personnel or their respective relatives is in any way concerned or interested, financially or otherwise, in the resolution mentioned at Item No. 4.

Notice Contd.

Additional information on directors recommended for re-appointment in the forthcoming Annual General Meeting in pursuance of Regulation 26 (4) and 36 (3) of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Name of the Director Mr. Rituraj Kishore Sinha Mr. Arvind Kumar Prasad
Date of Birth and Age November 29, 198040 Years September 9, 195664 Years
Date of First Appointment on the Board April 24, 2017 April 24, 2017
Brief Resume Qualification, Experienceand Nature of Expertise in specificfunctional areas Mr. Sinha is an alumnus of the Doon SchoolandLeedsUniversityBusinessSchool,United Kingdom. He joined SIS Group in2002.Over the last two decades, he hasbeen instrumental in shaping the exponentialgrowth of the Company to become a Marketleader in Security, Facility Management andCash Logistics Solutions with operationsacross India, Australia, Singapore and NewZealand.Over the years, he has built a reputation forhimself in the global security and businesssupport services industry by forging alliancesand partnerships with global market leaders.He actively engages with the government onissues related to the private security industryand its vast workforce. He is a regular speakerat Industry forums in India and overseas. He iscurrently the Chair of the FICCI Private SecuritySector Committee and Board of Director withGlobal Security Industry Ligue headquarteredin Switzerland. In recognition of his efforts,he was appointed as a Member of theCentral Advisory Board, Ministry of Labour &Employment, Government of India in 2017. Heis also on the Board of Governors of the IndianInstitute of Management (IIM) Bodhgaya. Mr. Prasad has been associated with theCompany since July 1985. He holds a bachelor'sdegree in commerce from the University ofCalcutta and an intermediate degree from theInstitute of Chartered Accountants of India. Hehas over 33 years of experience in the financesector. Among various initiatives, he has beeninstrumentalinpioneeringthecost-plusmethod of pricing as well as payroll processingusing in house software, some of the firsts inthe Indian security industry. He designed andimplemented the ERP system for SIS Group.
No. of Board Meetings attended duringthe year as a Director 5 5
Relationship with Directors and KeyManagerial Personnel Son of Mr. Ravindra Kishore Sinha and Mrs.Rita Kishore Sinha None
Directorships held in other Companies ason March 31, 2021 •SIS Alarm Monitoring and ResponseServices Pvt Ltd •Service Master Clean Ltd
•Terminix SIS India Pvt Ltd •Security Skills Council (India) Ltd
•Dusters Total Solutions Ser vicesPvt Ltd •Adi Chitragupta Finance Ltd.
•One SIS Solutions Pvt Ltd
•Service Master Clean Ltd
•Tech SIS Ltd
•NurtureU Enterprise Pvt Ltd
•SIS Asset Management Ltd.
Audit Committee •Adi Chitragupta Finance LtdAdi Chitragupta Finance Ltd -
Nomination and Remuneration Committee - -
Remuneration last drawn (FY2020-21) ` 96,91,296 ` 52,12,380
Number of Equity Shares held in the 1,64,20,380 3,30,400
Company as on March 31, 2021

Note: The Directorships, Committee Memberships and Chairmanships do not include positions in foreign companies, private companies (which are not subsidiaries of public companies), Section 8 Companies & Limited Liability Partnership

I. GENERAL INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC

  • i. Member will be provided with a facility to attend the AGM through VC through the CDSL e-voting system. Members may access the same at https://www. evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC will be available in shareholder/members login where the EVSN of the Company is displayed.
  • ii. The facility for joining the AGM through VC will be opened 15 minutes before the time scheduled for the AGM. The facility of participation at the AGM through VC will be made available to at least 1000 members on first-come-first-served basis.
  • iii. Members can participate in the AGM through their desktops/smartphones/ laptops etc. However, for better experience and smooth participation, it is advisable to join the meeting through desktops/ laptops with high speed internet connectivity.
  • iv. Please note that members connecting from mobile devices or tablets or through laptops via mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
  • v. Members who would like to express their views/ ask questions during the meeting may register themselves as a speaker by sending their request

from their registered email address mentioning their name, demat account number/folio number, PAN, email id, mobile number at investorrelations@ sisindia.com from June 17, 2021 to June 19, 2021.

vi. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

II. LOGIN METHOD FOR E-VOTING AND JOINING VIRTUAL MEETINGS 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.

Type of shareholders Login Method
IndividualShareholders holdingsecurities in Dematmode with CDSL 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password.Option will be made available to reach e-Voting page without any further authentication. The URL for users tologin to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click onLogin icon and select New System Myeasi.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies wherethe evoting is in progress as per the information provided by company. On clicking the evoting option, the userwill be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Votingperiod or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to accessthe system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit thee-Voting service providers' website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN from ae-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTPon registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will beable to see the e-Voting option where the e-voting is in progress and also able to directly access the system of alle-Voting Service Providers.

Notice Contd.

IndividualShareholders holdingsecurities in dematmode with NSDL 1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open webbrowser by typing the following URL: https://eservices.nsdl.com either 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 availableunder 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successfulauthentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under e-Voting services andyou will be able to see e-Voting page. Click on company name or e-Voting service provider name and you willbe re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period orjoining virtual meeting & voting during the meeting.
2. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select "Register Online for IDeAS "Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either 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. Youwill have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTPand a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDLDepository site wherein you can see e-Voting page. Click on company name or e-Voting service provider nameand you will be redirected to e-Voting service provider website for casting your vote during the remote e-Votingperiod or joining virtual meeting & voting during the meeting
IndividualShareholders (holdingsecurities in dematmode) login throughtheir DepositoryParticipants You can also login using the login credentials of your demat account through your Depository Participant registeredwith NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click one-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein youcan see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected toe-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting& voting during the meeting.

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
IndividualShareholders holdingsecurities in Dematmode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738/022-23058542-43.
IndividualShareholders holdingsecurities in Dematmode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected]or call at toll free no.: 1800 1020 990 and 1800 22 44 30

III. INSTRUCTIONS FOR E-VOTING – PROCESS AND MANNER FOR E-VOTING AND JOINING VIRTUAL MEETING FOR SHAREHOLDERS OTHER THAN INDIVIDUAL SHAREHOLDERS HOLDING IN DEMAT FORM & PHYSICAL SHAREHOLDERS

  • (i) The shareholders should log on to the e-voting website www.evotingindia.com.

  • (ii) Click on "Shareholders / Members" tab.

  • (iii) Enter your User ID

  • (a) For CDSL: 16 digits beneficiary ID,

  • (b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • (c) Membersholding shares inPhysical Formshould enter FolioNumberregisteredwiththe company.

  • (iv) Next enter the Image Verification as displayed and Click on Login.

  • (v) If you are holding shares in DEMAT form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

  • (vi) If you are a first time user follow the steps given below:

For Shareholders holding shares in Demat Formother than Individual and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by IncomeTax Department (Applicable for both demat shareholdersas well as physical shareholders)
•Shareholders who have not updated their PAN withthe Company/Depository Participant are requested touse the sequence number sent by the Registrar of theCompany or contact the Registrar/Company.
DividendBankDetailsOR Dateof Birth(DOB) Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or inthe company records in order to login.
•If both the details are not recorded with the Depositoryor Company please enter the member id / folio numberin the Dividend Bank details field as mentioned ininstruction as stated above (iii).
  • (vii) After entering these details appropriately, click on "SUBMIT" tab.
  • (viii) Members holding shares in physical form will then directly reach the company selection screen. However, members holding shares in DEMAT form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the DEMAT holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
  • (ix) For members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
  • (x) Click on the EVSN forthe relevant on which you choose to vote.
  • (xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/ NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
  • (xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
  • (xiii) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
  • (xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
  • (xv) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
  • (xvi) If DEMAT account holder has forgotten the changed login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xvii) Facility for Non – Individual Shareholders and Custodians –Remote Voting

  • a. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.

  • b. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • c. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • d. The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

  • e. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • f. Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; shareholders@ sisindia.com (designated email address by the Company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the Scrutinizer to verify the same.

IV. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC AND E-VOTING DURING MEETING

  • i. The procedure for attending meeting and e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
    • ii. The link for VC to attend the meeting will be available where the EVSN of Company is displayed after successful login as per the instructions mentioned above for remote e-voting.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia. com or contact at 022- 23058738 / 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL,) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia. com or call on 022-23058542/43.