NOTICE - gozoop.com of 19th... · NOTICE To The Members Viacom 18 Media Private Limited NOTICE is hereby given that the 19th Annual General Meeting of the Members of the Company will

NOTICE T o

The Members Viacom 18 Media Private Limited

NOTICE is hereby given that the 19th Annual General Meeting of the Members of the Company will be held on Wednesday, the 30th day of September, 2015 at 11.00 a.m. at the registered office of the Company at Zion Bizworld, Subhash Road – ‘A’, Vile Parle (East), Mumbai - 400 057, Maharashtra, India (Landmark - Near Garware House), to transact the following business: ORDINARY BUSINESS Item No. 1: Adoption of Standalone Financial Statements To receive, consider and adopt, the standalone financial statements of the Company for the financial year ended March 31, 2015, including the audited Balance Sheet as at March 31, 2015, the Statement of Profit and Loss Account, Cash Flow Statement for the year ended on that date and the reports of the Board of Directors and the Auditors' thereon. Item No. 2: Adoption of Consolidated Financial Statements To receive, consider and adopt, the consolidated financial statements of the Company for the year ended March 31, 2015, including the audited consolidated Balance Sheet as at March 31, 2015, the consolidated statement of Profit and Loss Account, consolidated Cash Flow Statement for the year ended on that date and the report of the Auditors' thereon. Item No. 3: Appointment of Director liable to retire by rotation To appoint a director in place of Mr. Sarbvir Singh, who retires by rotation and, being eligible, seeks re-appointment. Item No. 4: Ratification of appointment of Statutory Auditors To ratify the appointment of the Statutory Auditors of the Company and to fix their remuneration and if thought fit, to pass following resolution thereof: “RESOLVED THAT pursuant to the provisions of Section 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory amendment, modification(s), variation or re-enactment thereof including rules, circulars, notifications made / issued thereunder and for the time being in force, the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (having Firm’s registration Number: 117366W/W-100018), Statutory Auditors of the Company, which has been approved by the members at the 18th Annual General Meeting of the Company for a term of 5 years i.e. from the conclusion of the 18th Annual General Meeting until the conclusion of the 23rd Annual General Meeting, be and is hereby ratified for the period of one year

i.e. 2015-16 and that the Board of Directors of the Company be and are hereby authorized to fix such remuneration as may be determined in consultation with the auditors, and that such remuneration may be paid on a progressive billing basis to be agreed upon between the auditors and the Board of Directors.”

SPECIAL BUSINESS:

Item No. 5: Ratification of remuneration payable to Mr. Vinayak Balkrishna Kulkarni, Cost Accountants, Mumbai appointed as Cost Auditors of the Company for FY 2015-16

To consider and if thought fit, to pass with or without modification(s), the following resolution(s) as an ‘Ordinary Resolution’;

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Mr. Vinayak Balkrishna Kulkarni, Cost Accountants, Mumbai (having Membership No. 28559) appointed as Cost Auditors by the Board of Directors of the Company to audit the cost records of the Company for the financial year 2015-16, be paid a remuneration of INR 1,30,000 (Indian Rupees One Lac Thirty Thousand Only) plus applicable service tax and out of pocket expenses that may be incurred.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Item No. 6: Appointment of Mr. Jose Enrique Tolosa Aguilar as a Director of the Company


“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013 (‘Act’) and the rules made there under, Mr. Jose Enrique Tolosa Aguilar (DIN 06552994), who was appointed as an Additional Director of the Company by the Board of Directors with effect from April 9, 2015 and who holds office up to the date of this Annual General Meeting in terms of Section 161(1) of the Act and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act proposing his candidature for the office of Director, be and is appointed as Director of the Company, liable to retire by rotation.”

Item No. 7: Appointment of Mr. Rohit Bansal as a Director of the Company


“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013 (‘Act’) and the rules made there under, Mr. Rohit Bansal (DIN 02067348), who was appointed as an Additional Director of the Company by the Board of Directors with effect from April 24, 2015 and who holds office up to the date of this Annual General Meeting in terms of Section 161(1) of the Act and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act proposing his candidature for the office of Director, be and is appointed as Director of the Company, liable to retire by rotation.”

For & on behalf of the Board Viacom 18 Media Private Limited

Sd/-

Amit Kumar Sohni Authorised Signatory

(Authorised vide resolution dated April 9, 2015) VIACOM18 MEDIA PRIVATE LIMITED

Zion Bizworld, Subhash Road - ‘A’, Vile Parle (East), Mumbai-400 057,

Maharashtra, India Date: August 12, 2015

Place: Mumbai Registered Office Zion Bizworld, Subhash Road – A, Vile Parle (East), Mumbai – 400 057 Maharashtra, India

CIN-U92100MH1995PTC095508

NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR

MORE PROXIES, TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, is annexed hereto and forms part of this Notice.

3. Members and/or proxies should bring the attendance slips duly filled in at the meeting to avoid any inconvenience.

4. Relevant documents referred to in the accompanying Notice and the Explanatory Statement are open for inspection by the members at the Registered Office and copies thereof shall also be available for inspection at the Corporate Office of the Company on all working days, except Saturdays, during business hours upto the date of the Meeting. Copies of such document shall also be made available for inspection at the meeting.

5. In terms of the requirements of the Secretarial Standards -2 on “General Meetings” issued by the

Institute of the Company Secretaries of India and approved & notified by the Central Government, Route Map for the location of the aforesaid meeting is enclosed.

For & on behalf of the Board of Directors Viacom 18 Media Private Limited

Sd/-




Maharashtra, India Date: August 12, 2015 Place: Mumbai Registered Office Zion Bizworld, Subhash Road – A, Vile Parle (East), Mumbai – 400 057 Maharashtra, India CIN-U92100MH1995PTC095508

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following is the Explanatory Statement as required by Section 102 of the Companies Act, 2013, sets out all material facts relating to Special Business mentioned in the accompanying Notice for convening the 19th Annual General Meeting of the members of the Company: Item No. 3 As stipulated under Secretarial Standard-2, brief profile of Mr. Sarbvir Singh, including names of companies in which he holds directorships and memberships / chairmanships of Board Committees, is provided below in Table A and B respectively:

Table A Age 44 years

Qualifications MBA-IIM Ahmedabad Graduate - IIT Delhi;

Experience Mr. Singh has been the Chief Financial Officer of Homeshop18 since January 2014. Most recently, he was the Managing Director of Capital18, a division of Network18 and was responsible for making investments in media, entertainment, education and technology ventures. Mr. Singh has over 19 years of experience in investment management and business operations. Prior to Capital18, he

worked for Citigroup Asset Management in the United States of America and for Emerson Electric in Hong Kong. Mr. Singh is an alumnus of the Indian Institute of Management, Ahmedabad and the Indian Institute of Technology, Delhi.

Terms and Conditions of appointment

Non-Executive Director

Details of remuneration Nil

Date of first appointment June 13, 2012

Shareholding in the Company Nil

Relationship with other director/Manager and other KMP

None

Number of meetings attended during the financial year 2014-15 and till the date of the Notice this AGM

11

Directorships of other Board As provided in table B

Membership/Chairmanship of Committees of other Board

As provided in table B

Table B Directorships and memberships / chairmanships of Board Committees

Name of the Company Position on the Board and Committee thereof

Bigtree Entertainment Private Limited Director

Capital18 Fincap Private Limited Director

Colosceum Media Private Limited Director

Equator Trading Enterprises Private Limited Director

Greycells18 Media Limited Member – Nomination and Remuneration Committee Member – Audit Committee

IndiaCast Media Distribution Private Limited Director Member – Audit Committee

Surewaves Media Tech Private Limited Director

Ubono Technologies Private Limited Director

Yatra Online Private Limited Director

Save and except Mr. Sarbvir Singh and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 3 of the Notice. Your Board recommends the Ordinary resolution as set out in this notice for your approval.

Item No. 5 In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Company is required to conduct cost audit to audit the cost records of the applicable products of the Company. As per the Rules, remuneration payable to the cost auditor is required to be ratified by the members of the Company in the general meeting. The Board of Directors of the Company at its meeting held on August 12, 2015 had considered and approved the appointment of Mr. Vinayak Balkrishna Kulkarni, Cost Accountants, Mumbai (having Membership No. 28559) as the cost auditor of the Company for the financial year 2015-16 at a remuneration upto INR 1,30,000 (Indian Rupees One Lac Thirty Thousand) plus applicable service tax and out of pocket expenses that may be incurred. Accordingly consent of the members is sought for passing an Ordinary resolution as set out in the Notice for ratification of the remuneration payable to the Cost Auditor for the financial year 2015-16. A letter dated August 6, 2015 received from Mr. Vinayak Balkrishna Kulkarni, Cost Accountant, confirming their eligibility to act as such shall be placed at the meeting for inspection by the members and shall also be available for inspection at the registered office / corporate office of the Company during business hours. None of the Directors and/or Key Managerial Personnel of the Company or their relatives are in any way concerned or interested in this Ordinary resolution. Your Board recommends the Ordinary resolution as set out in this notice for your approval.

Item No. 6 The Board of Directors of the Company at the meeting held on April 9, 2015 appointed Mr. Jose Enrique Tolosa Aguilar as an Additional Director of the Company. Pursuant to Section 161(1) of the Companies Act 2013, Mr. Jose Enrique Tolosa Aguilar holds his office till the date of this Annual General Meeting. Appropriate notice has been received from a member proposing appointment of Mr. Jose Enrique Tolosa Aguilar as Director of the Company. The Company has received from Mr. Jose Enrique Tolosa Aguilar (i) consent to act as director of the Company; and (ii) a declaration that he is not disqualified from being appointed as a director of the Company. As stipulated under Secretarial Standard-2, brief profile of Mr. Jose Enrique Tolosa Aguilar is provided below in Table C:

Table C

Brief Profile

Age 40 years

Qualifications MBA from Harvard Business School in 2004;

B.S. from Georgetown University in 1997

Experience Mr. Tolosa was appointed Operating Officer of Viacom International Media Networks (VIMN) in March 2015. As SVP, Strategy and Business Development from 2009 and EVP, Strategy, Business Development and Operations from 2013, Mr. Tolosa worked with VIMN’s management teams around the world to implement business plans, identify new growth opportunities, oversee key M&A transactions and deliver important operational improvement opportunities. In his seven year career at VIMN, Mr. Tolosa has also fulfilled a number of pan-regional roles and responsibilities, including a period leading Strategy and Business Development in Latin America and a three month stint leading its business in Japan.

Terms and Conditions of appointment Non-Executive Director


Date of first appointment April 9, 2015



None

Number of meetings attended from the date of appointment till the date of Notice of this AGM

1

Directorships of other Board IndiaCast Media Distribution Private Limited

IndiaCast UTV Media Distribution Private Limited

Prism TV Private Limited


Nil

Save and except Jose Enrique Tolosa Aguilar and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 6 of the Notice. Your Board recommends the Ordinary resolution as set out in this notice for your approval.

Item No. 7 The Board of Directors of the Company at the meeting held on April 24, 2015 appointed Mr. Rohit Bansal as an Additional Director of the Company. Pursuant to Section 161(1) of the Companies Act 2013, Mr. Rohit Bansal holds his office till the date of this Annual General Meeting. Appropriate notice has been received from a member proposing appointment of Mr. Rohit Bansal as Director of the Company.

The Company has received from Mr. Rohit Bansal (i) consent to act as director of the Company; and (ii) a declaration that he is not disqualified from being appointed as a director of the Company. As stipulated under Secretarial Standard-2, brief profile of Mr. Rohit Bansal, including names of companies in which he holds directorships and memberships / chairmanships of Board Committees, is provided below in Table D and E respectively:

Table D Brief Profile

Age 48 years

Qualifications B.A. (Hons.) from St. Stephen’s College, University of Delhi

Advance Management Program from Harvard Business School

Experience Mr. Bansal is a British Chevening scholar and has undertaken professional programmes at University of Westminster, The Times Centre for Media Studies, and The European Journalism Centre, Maastricht. Mr. Rohit has served on the board of the News Broadcasters Association and has been Resident Editor of The Financial Express, New Delhi; Managing Editor (and later COO) of Independent News Service; Editor-Business, Zee News; Special Correspondent, Television 18; and Senior Business Correspondent, The Times of India. He is a Trustee of the St Stephen’s Alumni Foundation. Mr. Bansal in collaboration with Hammurabi & Solomon advised CEOs across the spectrum of strategy, regulation, advocacy and the media. He served as Treasurer of The Editors Guild of India and Foundation of Media Professionals. His columns reflecting issues before government, financial institutions, private equity, industry leaders, political executive, alumni networks, and global think tanks appears in Governance Now, The Pioneer and exchange4media. His expertise lies in strategy, regulation, advocacy and media.

Terms and Conditions of appointment Non-Executive Director


Date of first appointment April 24, 2015



None

Number of meetings attended from the date of appointment till the date of Notice of this AGM

1

Directorships of other Board As provided in table E


As provided in table E

Table E Directorships and memberships / chairmanships of Board Committees

Name of the Company Position on the Board and Committee thereof

Network18 Media & Investments Limited Director Member – Nomination and Remuneration Committee Member – Audit Committee Member – Stakeholders Relationship Committee Member – Corporate Social Responsibility Committee Chairman – Share Transfer and Allotment Committee

TV 18 Broadcast Limited Member – Nomination and Remuneration Committee Member – Corporate Social Responsibility Committee

Infomedia Press Limited Director Chairman – Nomination and Remuneration Committee Member – Audit Committee Chairman – Share Transfer Committee Member – Stakeholders Relationship Committee

Indiacast Media Distribution Private Limited Director Member – Nomination and Remuneration Committee

IBN Lokmat News Private Limited Director

Panorama Television Private Limited Director Chairman – Audit Committee Chairman – Corporate Social Responsibility Committee Chairman – Nomination and Remuneration Committee

Prism TV Private Limited Director

TV18 Home Shopping Network Limited Director

AETN18 Media Private Limited Director

Save and except Mr. Rohit Bansal and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 7 of the Notice. Your Board recommends the Ordinary resolution as set out in this notice for your approval.

For & on behalf of the Board of Directors

Viacom 18 Media Private Limited

Sd/-




Maharashtra, India Date: August 12, 2015 Place: Mumbai

Registered Office Zion Bizworld, Subhash Road – A, Vile Parle (East), Mumbai – 400 057 Maharashtra, India

CIN-U92100MH1995PTC095508

CIN: U92100MH1995PTC095508

Registered Office: Zion Bizworld, Subhash Road – A, Vile Parle (East), Mumbai – 400 057 Maharashtra, India

ANNUAL GENERAL MEETING

ATTENDANCE SLIP

DPID Client ID Folio No. No. of Shares

Name : ______________________________________

Address : ______________________________________

Name of Proxy: ______________________________________

(To be filled in, if the Proxy attends instead of the member)

I hereby record my presence at the ANNUAL GENERAL MEETING of the Company on Wednesday, September 30, 2015 at 11.00 a.m. at Zion Bizworld, Subhash Road – A, Vile Parle (East), Mumbai – 400 057, Maharashtra, India.

______________________________________________

SIGNATURE OF THE ATTENDING MEMBER/PROXY

NOTE: 1. Member / Proxy holder wishing to attend the meeting must bring the Attendance Slip duly signed to

the meeting and hand it over at the entrance.

2. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by Proxy,

shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by

the order in which the names stand in the Register of Members.

PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: U92100MH1995PTC095508

Registered Office: Zion Bizworld, Subhash Road – A, Vile Parle (East), Mumbai – 400 057, Maharashtra, India

Name of the member (s) Registered address

e-mail Id Folio No/ Client Id DP ID

I/We, being the member (s) of …………. shares of the Viacom 18 Media Private Limited, hereby appoint: 1. _______________________ (Name) of ______________________ (Address) having e-mail id

______________________________________ or failing him

2. _______________________ (Name) of ______________________ (Address) having e-mail id ______________________________________ or failing him

3. _______________________ (Name) of ______________________ (Address) having e-mail id

______________________________________

and whose signature(s) are appended below, as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on Wednesday, September 30, 2015 at 11.00 a.m. at Zion Bizworld Subhash Road – A, Vile Parle (East), Mumbai – 400 057, Maharashtra, India and at any adjournment thereof in respect of such resolutions as are indicated below:

No. Resolutions For Against

Ordinary Business

1 Adoption of Audited Standalone Financial Statements for the year ended March 31, 2015

2 Adoption of Audited Consolidated Financial Statements for the year ended March 31, 2015

3 Re-appointment of Mr. Sarbvir Singh as a Director who retires by rotation

4 Ratification of the appointment of Statutory Auditors and fixing their remuneration

Special Business

5 Ratification of remuneration of the Cost Auditor

6 Appointment of Mr. Jose Enrique Tolosa Aguilar as Director liable to retire by rotation

7 Appointment of Mr. Rohit Bansal as Director liable to retire by rotation

Signed this…… day of………….… 2015 ______________________ Signature of shareholder ________________________ ________________________ ________________________ Signature of 1st proxy holder Signature of 2nd proxy holder Signature of 3rd proxy holder Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix Revenue

Stamp

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NOTICE - gozoop.com of 19th... · NOTICE To The Members Viacom 18 Media Private Limited NOTICE is hereby given that the 19th Annual General Meeting of the Members of the Company will