• . r" To, Nation al Exchange of Indi1 Exchange Pla2l a, Bandra Kurla C9ml plex, Sandra (East)] Mumbai - 400051. Dear Sir/ Madam, I Sub: Outcome of 1 7th Annual Meeting. Uni t: Cigniti Technologies Cignit l Software Quali ty I Assured Date: 01.10.2015 Ref: Clause (d) of the Listing i greement With reference to the subject ci fe!d, th is is to info rm the Ex change tha t at the 17th Annual General Me eting of M i s. Cigniti Limited held on 30.09.2015 at 10.00 A.M . at "The V (As cend as) Auditorium", Plot No# 17, Softw1re Units Layout, Ma d hapur, Hy derabad - 500 081, the fo ll owing items were ct sidered and duly pproved by the shareholders of the Com pany 1. The audited she lJ of the Company as at 31st Mar ch 2015, the Statement of Profit & Loss fbr the year ended on that date and th e repo rt of the Di r ectors ' and Auditor s' the re on. I 2. Ap po i f' ment of Mr. P. Su u akar as a Director of the company 3. Appointment of M/s . P. r t r ali & Co., Statutory Auditors of the comp any 4. Authofity to the board l f directors for raising of funds through Qualified Institutions Placem ent (QIP) as per 62(1)(c) of the Companies Act, 20 13 and SEBI (IC DR) regul, tions ii 5. Employee Stock Option IT eme- 2015· 6. Employee Stock Option y hem e- 2015 to employees of Subsi diary Co mp any 7. Ame nd ment of the Memorb nd um of Association of the company I I Cigniti Technologies Ltd Suite 106, 107, MGR Estates Dwarakapuri Colony Punjagutt a, Hyderabad 500 081 Andhra Pradesh, India CIN: L72200TG 1998PLC30081 G +91 (40l 3070 2255 USA 433 E Las Colinas Blvd, #1300 Irving, TX 75039 G 972.756.0622 www.cigniti.com 0 +91 (40) 3070 2299 0 972.767.0948/0644
12
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Stoc~ - Cigniti Technologies · Promoter & Promoter Group 5 1 1 0 5 7595330 30.70 Public 89 ) 11 0 89 2572645 10.40 Total 94 0 94 10167975 41.10 D I No. of shareholders artended the
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• . r"
To,
National Stoc~ Exchange of Indi1 ~td, Exchange Pla2la, Bandra Kurla C9ml plex, Sandra (East)] Mumbai - 400051.
Dear Sir/ Madam, I
Sub: Outcome of 17th Annual Ge~e~al Meeting. Unit : Cigniti Technologies Limit~dJ
Cignitl Software Quality I Assured
Date: 01.10.2015
Ref: Clause 3 ~ (d) of the Listing i greement
With reference to the subject cife!d, this is to inform the Exchange that at the 17th Annual General Meeting of M is. Cigniti Technol~l~ies Limited held on 30.09.2015 at 10.00 A.M. at "The V (Ascendas) Auditorium", Plot No# 17, Softw1re Units Layout, Madhapur, Hyderabad - 500 081, the fo llowing items were ct sidered and duly ~ pproved by the shareholders of the Company
1. The audited Bala~ce shelJ of the Company as at 31st March 2015, the Statement of Profit & Loss fbr the year ended k~ on that date and the report of the Directors' and Auditors' there on. I
2. Ap po if'ment of Mr. P. Suu akar as a Director of the company
3. Appointment of M/s. P. r t rali & Co., Statutory Auditors of the company
4. Authofity to the board l f directors for raising of funds through Qualified Institutions Placement (QIP) as per ~ection 62(1)(c) of the Companies Act, 2013 and SEBI (ICDR)
regul, tions ii
5. Employee Stock Option IT eme- 2015·
6. Employee Stock Option y heme- 2015 to employees of Subsidiary Company
7. Amendment of the Memorbndum of Association of the company
I I
Cigniti Technologies Ltd Suite 106, 107, MGR Estates
Dwarakapuri Colony
Punjagutta, Hyderabad 500 081 Andhra Pradesh, India CIN: L72200TG1998PLC30081
G +91 (40l 3070 2255
USA 433 E Las Colinas Blvd, #1300
Irving, TX 75039
G 972.756.0622 www.cigniti.com 0 +91 (40) 3070 2299 0 972.767.0948/0644
Please find enclosed the scrutinizers report for the same.
Thanking you.
,. Encl. As above
VOTING RESULTS FOR THE 17TH Ai i UAL GENERAL MEETING HELD ON 30TH SEPTEMBER, 2015
SI No. Description 1 11
A Date of AGM I 30.09.2015 B Total Number of Shareholders on record date 3471 c No. of shareholders p ~e~ent in the meeting either in 94
person or through prqxt Shareholders Present Present through Total Shares %of
in Proxy/ Capital
pe~son Authorization
Promoter & Promoter Group 5 1 1 0 5 7595330 30.70 Public 89 ) 11 0 89 2572645 10.40 Tota l 94 0 94 10167975 41.10 D I No. of shareholders artended the meeting th rough video conferencing - There was no
Out of the above, votes cast by 4 shareholders were declare in valid . ·
1. Adoption of accounts as af h.03.2015 along with Directors' Report and Auditor's Report:
\ Promoter/Public No. of No. of % of votes No. of Votes No. of % of votes % of votes in Shares held v9tes polled on -in Favour Votes- in favour against on votes
pl llbd outstandin Against on votes pol led g shares polled
Total 10167975 10167975 100% 10167975 - 100% -. I .
3. Ratification of appointment of t is. P. Murali& Co., Chartered Accountants, Hyderabad as Statutory Auditors of the Company:
11
Promoter/Public No. of Nof cbf % of votes No. of No. of % of votes % of votes in Shares held votes polled on Votes-in Votes- in favour against on votes
polled outstandin Favour Against on votes polled g shares polled '
Public - Others 2572645 2572645 100% 2572645 - 100% -
Total 10167975 10167975 100% 10167975 - 100% -
4. Authority to the board of directof s for raising of funds through Qualified Institutions Placement (QIP) as per section 62(1)(c) of the Companies Act, 2013 and SEBI (ICDR) regulations:
I Promoter/Public No. of Nol. of % of votes No. of No. of % of votes % of votes in
Shares held votes polled on Votes-in Votes- in favour against on votes polled outstandin Favour Against on votes polled
g shares polled (1) (2) I (3)=[(2)/(1) (4) (5) (6)=[(4)/(2 (7)=[(5 )/(2)] *
]*100 )]* 100 --
-~~~ I
'
I I I
'
-
11 100 .. Promoter & 7595330 7595330 100% 7595330 - 100% -Promoter Group I ii Public - - - - - - -Institutional I
1. The Board of Directors of the C~f pany at its meeting held on 12.08.2015 has appointed me as a Scrutinizer for conducting the E-vbtiing process for passing of resolutions as mentioned in the Notice of
I I · the Annual Ger eral Meeting dated f 4 08 2015 which are reproduced below:
SI . Resol
No ution
No.
Particulars of the Resolutions l I
I -·-----··-1. 1 Approval of finanbal statements and t he repo rts thereon for the year ended
31.03.2015 .
2. 2 • Appointment of 1\11 ~. P. Sudhakar as a Director of the company. 1--~+-~.........+1 ........ ..._~~~~----~~~~~~·~~~~~~------~~~~~~~·~
Appointment of rvJ/s. P. Murali & Co., Statutory Auditors of the company . 3.
4.
5.
6.
7.
3
4
5
6
7
, Authority to the lodard of directors for raising of funds through Qualified Institutions 1
I Placem~nt (QIP) !I s per section 62(1)(c) of the Companies Act , 2013 and SEBI (ICDR) '.
1 Regulations _ , . I
Employee Stock Op1tion Scheme- 2015 ·i
Employee Stock b l ption Scheme- 201S to employees of Subsidiary and step down
subsidia ry. · 'I l
Amendment of Att lcles of Association of t he company I !I
2. I submit my report as under: I
2.1 The company has com pleted the dispatch of annual reports to its members whose name(s) I
appeared on the Register of Members I List of Beneficiaries as on 04.09.2015.
2.2 The e-vof ing commenced frh 27.09.2015 at 9.00 A.M. and ended on 29.09.2015 at 5.00.P.M .
/'\
2 .. 3 I have downloaded the data of e-voting after the E-voting module was disabled by the Central
Depository Services (India) Limited on 30th September, 2015.
2.4 The votel were unblocked o~ 30'" September, 2015 at 10.00 A.M. in presence of two (2) witnesses
not in th~ employment of the Company.
2.5 The e-voling data was scru!inized by me for verification of votes cast in favour and against the Resolution .
3. The summary of the votes received under e-vot ing process is given below:-
Resolutiojns 1:
Sr. Pahiculars No.
I I ~ (a) To'tal E-Voting opt ions received .
Tqtal
(b) Le~s : Invalid votes thrbugh e - voting
(c) N, t e-Voting options I
Tdtal
(d) E-~oti ng options witH assent for the I I . reso ut1on. 1
Tdtal j
(e) E-Voting Options wiH dissent for the resolution . I To
1ta l
I
Resolutions 2, 5 & 6:
Sr.
No.
(a)
(b)
(c)
(d)
I Particulars
II
Total E-Voting op~ions received .
Total
Less: Invalid vo1
tes t hrough e -
voting I
Net e-Voting options
Total II
E-voting options w ith assent for
I No .. of No. of Shares ballots
22 5545724
22 5545724
0 0
22 5545j24
22 5545724
21 5545714
21 5545714
1 10
1 10
No. of No. of
ballots Shares /
24 5,898434
24 5:898434
0 0
24 51898434
24 5898434
21 5545714
% to tHe total shares representing
valid votes
100%
100%
Nil
100%
100%
99.9998%
99.9998%
0.0002%
0.0002%
% to the tota l
shares
representing
valid vot es
100%
100%
Nil
100%
100%
94.02%
1 11
I
I t he resolut ion. ' I Total ~ 21
(e) E-Vot ing Optio~~ w ith dissent 3
fo r t he resolut io n.
Total 3 I
Resolutions 3, 4 & 7:
I
Sr. I
Particulars I No.
No. ballots
II (a) Tota l E-Voting o
1p! ions received . 24
I Total II 24
(b) Less: Invalid vdt~s t hrough e - 0
vot ing
(c) Net e-Voting options 24
I I
Total 24 -
(d) I E-vot ing opt ion• · With assent for 23
I t he resolution. I Total
, 23
I
(e) E-Voting Options w ith dissent 1
fo r t he resolut ion .
Total I 1
4. You may accordingly declare t he result of E - voting.
I I Thanking you.
Place: Hydera bad I
Dat e: 01.10.2015
of
5545714 94.02% I
352720 5.98%
I 352720 5.98%
I
No. of % to the total
Shares shares
representing
valid votes
s;s98434 100%
5898434 100%
0 Nil
5898434 100%
5898434 100%
5898424 99.9998%
I 5898424 99.9998%
10 0.0002%
10 0.0002%
~f.SU~ ~ ~ ~
~ * CP.NO.
Vivek Surana
Practicing Compa ny Secretary &
drutinizer for E- Vot ing Process
CP No.12901
us Vivek Su ana & Associates Practicing carpany secreta1ies
6-3-354/13/A 1, First Floor, Suryateja Apts., Hindi Nagar, Panjagutta, Hyderabad - 500 034 Ph: +91 9959 581348 E-mail: [email protected]
CONSCi>LIDATED SCRUTINIZER REPORT
To,
The Chairman
M/s. Cigniti Tef hnologies Limited
Suit No.106&107, 6-3-456/C, I
MGR Estates, Jwarakapuri Colony, I I . Panjagutta, Hr erabad- 500 082
I, Vivek Suranr , Practicing Complany Secretary, be ing appointed as t he Scrutinizer by the Board of Directors of Mi/s. Cigniti Technol~gies Limited at their meet ing held on 12.08.2015 for t he purpose of scrut inizing voting process in a fair and t ransparent manner in respect of below mentioned resolutions at the Annual ~eneral Meeting of, Equ ity Shareholders of the Company held on 301
h September, 2015 at 10.00 A.M . at "The V (Ascendas) Auditorium", Plot No# 17, Software Units Layout, Madhapu r, Hyderabad - 500 081", submit mylreport as under:
1. In accordaf ce with the Notil e of the Annual General Meeting dated 24.08.2015 sent to the shareholdep and the Adverti l ement published pursuant to the Rule 20{3){V) of the Companies (Managem] nt and Administra t ion) Rules, 2014 on ih September, 2015 in "Business Standard" in Engl ish andl "Andhra Prabha" i:n Telugu, the e-vot ing opened at 9.00 A.M on 27th September, 2015
and remained open up to 5.00 ["Mon 29" September, 2015.
2. The equity l hareholders holdi~g shares as on 25'" September, 2015 was considered as "cut-off date" fo r purposJ of vot ing on the resolutions stated in the Notice of the An nual General Meeting of the
Com pany. I
3. The votes 1 ere unblocked andl considered on 301h September, 2015 in presence of two persons Ms.
Sharvari Khr ke and Ms. Shweta Mantri, w~ are : e em;; of the Company.
~ s&~ Sharvari Khadke Shweta Mantri
4. The e-vot in~ results/l ist of equlity shareholders who have voted "For and Against" were downloaded from thee- oting website of c15L and the same were handed over to t he Chairm an.
5. The results of the e-voting ancl t he pol ling at the Meeting (AGM ), fo r the resolutions starting from serial no 1 to 7 passed with thJ requisite majority, are as under:
Res
No.
1
2
3
4
Particu lars
I
I
Approval of financial statements and the reports thereon for the year ended 31.03.2015
I
I Total 1
I
MoCle
E-voting
P<Dlli ng
at l GM
II
Appoint ment of Mr. P. E-voting Sudhak1r as a Director of the company
Total
I
P<D lling at AGM
Appointment of M/s. E-woting P. Murali & Co ., Statutory Auditors of the company
Total
Authority to the board of directors for ra ising of funds t hrough Qualifie
1
d Institutions Placement (QIP) as per section 62(1)(c) of the co f panies Act, 2013 a ~d SEBI (ICDR) Regulat'ons
PollJing at AGM
E-voting
Shareholders
Favour ' Against
21 1
94 0
115 1
21 3
94 0
115 3
23 1
94 0
117 1
23 1
I Total I
Shares
5545724
I
15713699
160664r
5898434
10167975
16066409
I 5898434
I
Votes casted and%
% For
5545714 &
99.9998
10167975 &
100 15713689
& 99.9999 5545714
& 94.02
10167975 &
100
15713689 &
97.81 5898424
& 99.9998
10167975 &
100 16066399
& 99.9999 5898424
& 99.9998
I*
% Against
10
& 0.0002
0 & 0
10 &
0.0001
352720 &
5.98 0 & 0
352720 '&
2.19 10 &
0.0002
0 & 0
10 &
0.0001 10 &
0.0002
I
I PCDI ing 94 0
' aJl GM I
Total I 117 1
5 Em ployee Stock E vot ing 21 3 Option Scheme- 2015
I I
I PCD lling a~ AGM
94 0
Total 1 115 3
I
6 Emp loy~e Stock E voting 21 3 Option Scheme- 2015 to employees of s u bsidi ~ ry and step
I down subsidiary
PCDlli ng a ~ AGM
94 0
I
Total I I 115 3 I
I
7 Amendment of E voting 23 1 Artic les of Association of the com pany II
P<D ll ing 94 0
a~ iGM I
Total I 117 1
I
6. You may accordingly decla re t he results of Bal lot & E vot ing. -