Notice of Annual General Meeting Notice is hereby given that the Twentieth Annual General Meeting of the Members of MphasiS Limited will be held at 10:00 am on Thursday, the 1 March 2012, at Taj Gateway Hotel, No. 66, Residency Road, Bangalore - 560 025 to transact the following businesses: ORDINARY BUSINESS: 1. To receive, consider and adopt the audited Balance Sheet as at 31 October 2011 and the Profit and Loss Account for the year ended on that date and the reports of the Directors and Auditors thereon. 2. To declare a dividend on equity shares. 3. To appoint a Director in place of Mr. Balu Doraisamy, who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint a Director in place of Dr. Friedrich Froeschl, who retires by rotation and being eligible, offers himself for re-appointment. 5. To re-appoint Auditors and to fix their remuneration. RESOLVED THAT M/s. S.R. Batliboi & Co., Chartered Accountants(Registration No. 301003E) who retire at the conclusion of this Annual General Meeting, be and are hereby re-appointed as Statutory Auditors of the Company till the conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors and billed progressively. SPECIAL BUSINESS: 6. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION: RESOLVED THAT in accordance with the provisions of Sections 198, 269, 309, 310, 311 and other applicable provisions, if any, read with schedule XIII of the Companies Act, 1956, including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, the Company hereby approves the re-appointment of Mr. Balu Ganesh Ayyar as Chief Executive Officer and Whole time Director of the Company for a period of five years with effect from 29 January 2012 on the terms and conditions as set out in the explanatory statement annexed to the Notice convening this Meeting. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as are incidental thereto or as may be deemed necessary or desirable or to settle any question or difficulty that may arise in such manner as it may deem fit without further reference to the Company in General Meeting. By order of the Board For MphasiS Limited A. SIVARAM NAIR Bangalore Senior Vice President, Company Secretary, 12 January 2012 General Counsel & Ethics Officer Registered Office: Bagmane Technology Park Byrasandra, C V Raman Nagar Bangalore - 560 093. 1
Notice of Annual General Meeting ADDITIONAL INFORMATION IN TERMS OF CLAUSE 49 OF THE LISTING AGREEMENT IN RESPECT OF DIRECTORS BEING PROPOSED FOR RE-APPOINTMENT Names of other companies Number of Date of Last in which the person also shares held Relationship Name of the Director Appointment on Qualifications holds directorship and as on with other the Board membership of Committees 31 October Directors (Refer Note) of the Board 2011 Dr. Friedrich Froeschl (DIN 02601362) 30 March 2009 PhD Physics, MBA Nil Nil None Mr. Balu Doraisamy (DIN 00081807) 15 July 2010 Post Graduate Degree in Computer Science & Master s Degree in Mathematics TVS Electronics Limited Nil None Mr. Balu Ganesh Ayyar (DIN 02511209) 15 September 2011 Chartered Accountant Nil Nil None Note : Directorships in foreign companies, alternate directorships, directorships in private companies and membership in governing councils, chambers and other bodies are not included. Membership/Chairmanship in Audit Committee and Shareholder Grievance Committees of other companies is considered. Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND TO VOTE ON A POLL INSTEAD OF HIMSELF AND A PROXY SO APPOINTED NEED NOT BE A MEMBER OF THE COMPANY. PROXY IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THE COMPANY S REGISTERED OFFICE NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 2. An explanatory statement pursuant to Section 173(2) of the Companies Act, 1956, in respect of the Special Business is annexed hereto and forms part of the Notice. 3. Members / Proxies are requested to bring their copy of the Annual Report and the Attendance Slip sent herewith, duly filled, to the Annual General Meeting. 4. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, 20 February 2012 to Thursday, 1 March 2012 (both days inclusive). 5. The dividend on equity shares as recommended by the Board of Directors for the year ended 31 October 2011, if approved at the Annual General Meeting, will be payable: a. to those members holding shares in physical form, whose names appear on the Register of Members at the close of business hours on Friday, 17 February 2012, after giving effect to all valid transfers in physical form lodged with the Company and/or its Registrar & Share Transfer Agent on or before Friday, 17 February 2012; and b. in respect of shares held in electronic form, on the basis of beneficial ownership as per the details furnished by National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSIL) for this purpose at the close of business hours on Friday, 17 February 2012. 2
6. In terms of Section 205C of the Companies Act, 1956, the unclaimed and unpaid final dividend for the year 2003-2004 and interim dividend for the year 2004-2005, had been transferred to Investor Education and Protection Fund on 14 October 2011. The unclaimed and unpaid final dividend for the year 2004-2005, is due to be transferred to the Investor Education & Protection Fund during the current financial year ending 31 October 2012. Shareholders who are yet to claim the said dividend, are requested to submit their claims to the Registrar & Share Transfer Agent, viz., Integrated Enterprises (India) Limited, to avoid forfeiture of dividend. 7. Shareholders intending to require information about the Financial Accounts, to be explained at the meeting are requested to inform the Company at least a week in advance of their intention to do so, so that the papers relating thereto may be made available, if the Chairman permits such information to be furnished. 8. As per the provisions of the Listing Agreement, the Company has opened MphasiS Limited Unclaimed Suspense Account for crediting the unclaimed shares by the shareholders. As at the date of the Notice, the Company has 22,350 unclaimed shares of 45 shareholders. The Company had, before dematerialization of the said shares in the unclaimed suspense account, sent 3 reminders to such shareholders, subsequent to which 4,300 shares were claimed. 9. The identity / signature of the members holding shares in demat form is liable for verification with specimen signatures as may be furnished by the Depositories to the Company. Such members are advised to bring the relevant Identity Card issued by the Depository Participant. 10. Members are requested to notify any change in their address to the Company / Depository Participant as the case may be. 11. As part of the Green Initiative circulars issued by the Ministry of Corporate Affairs, the Notice and Annual Report of the Company are being sent to the shareholders on their respective e-mail addresses. However, shareholders requiring a physical copy of the Annual Report may write to the Company at the address mentioned in Note 12 below. The Annual Report together with the Notice of the Annual General Meeting is also being hosted on the website of the Company, www.mphasis.com. 12. The shareholders are requested to communicate all their correspondence to: Senior Vice President, Company Secretary, General Counsel & Ethics Officer, MphasiS Limited, Bagmane Technology Park, Byrasandra, C V Raman Nagar, Bangalore - 560 093. Ph: +91 (080) 4004 4444 ; Fax: +91 (080) 4004 4003 OR Integrated Enterprises (India) Limited, Unit: MphasiS Limited, No. 30, Ramana Residency, 4th Cross, Sampige Road, Malleswaram, Bangalore - 560 003. Ph: +91 (080) 2346 0815 818 ; Fax: +91 (080) 2346 0819. 3
Annexure to Notice EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 In conformity with the provisions of Section 173(2) of the Companies Act, 1956, the following Explanatory Statement sets out all materials facts relating to the special business mentioned in the accompanying Notice and should be taken as forming part of the Notice. Item No. 6 : Mr. Balu Ganesh Ayyar was appointed as the Chief Executive Officer and Whole time Director on the Board of the Company for a period of three years with effect from 29 January 2009 the term of which is liable to expire on 28 January 2012. The Board of Directors at its meeting held on 15 September 2011 re-appointed Mr. Balu Ganesh Ayyar as Chief Executive Officer (CEO) of the Company, for a period of five years, with effect from 29 January 2012 on the following terms and conditions of appointment: Annual fixed salary of up to ` 3,11,96,471 (Rupees three crores eleven lakhs ninety six thousand four hundred seventy one only), with an increase of up to a maximum of 30% annually, including: Basic Salary : ` 7, 79,912 per month Special Allowance : ` 17,18,038 per month Leave Travel Allowance : ` 5,000 per month Medical Allowance : ` 1,250 per month Conveyance : ` 800 per month Bonus / Ex-gratia : ` 1,000 per month Company s contribution to Provident Fund : ` 93,589 per month Car : Use of Company s car and driver and reimbursement of fuel and maintenance expenses as per Company policy. The allowances and reimbursable amounts mentioned above which are not utilized by the CEO would be paid as taxable salary. Medical Insurance : The CEO, his spouse and two children shall be covered as approved by the Compensation Committee or such other Committee of the Board as may be empowered by the Board. Accident and Life Insurance : The CEO and his spouse shall be covered as approved by the Compensation Committee or such other Committee of the Board as may be empowered by the Board. Gratuity: As per rules of the Company, payable in accordance with the approved fund at the rate of 15 days salary for each completed year of service, subject to five years of continuous employment. Period in excess of six months shall be reckoned as completed year of service. Company Leased Accommodation : The Company shall pay rentals upto ` 3,50,000 (Rupees three lakhs fifty thousand only) p.m. for the leased accommodation. This limit shall be fixed for the next three years and would be reviewed and approved by the Compensation Committee thereafter. If the CEO chooses to have his own accommodation, the CEO shall be paid the maximum rent entitlement as House Rent Allowance (HRA). In addition to the above, the CEO shall also be eligible to: 4
Leave: As per Company policy. Encashment of Leave on retirement: The CEO shall be entitled to encashment of leave that may be lying to his credit at the time of retirement or at the end of his tenure. The amount of leave salary to be encashed shall be calculated on the basis of last basic pay drawn and as per the policies of the Company. This will not be included in calculation of ceiling of perquisites. Employees Stock Ownership Plan / Restricted Stock Units: The CEO shall be entitled to the Employees Stock Ownership Plan (ESOP) / Restricted Stock Ownership Plan of the Company / parent as decided by the Board of the Company or sub-committee thereof, from time to time. Variable Incentive/Corporate Bonus/Performance Linked Payment: As may be determined by the Board of Directors or a subcommittee thereof. Tax Equalization Payments: The CEO shall be entitled to payment of an amount equivalent to the difference between the tax payable in India and Singapore on the payouts towards accommodation / House Rent Allowance. Exchange Rate Equalization Payments: The CEO shall be entitled to payment of exchange rate equalization on the fixed salary paid to him, calculated based on the increase of the exchange rate of Indian Rupees to Singapore Dollars beyond the Exchange rate of ` 34.49 subject to a maximum difference of ` 5.51 per Singapore Dollar. The increase in exchange rate shall be determined based on the exchange rate of Indian Rupees to Singapore Dollars as published by the Reserve Bank of India as on the first day of every financial quarter. Pension/Annuity Plan: As may be determined by the Board of Directors or a sub-committee thereof. Business facilities: Use of telephones, computers, broad band connections, etc. for official purposes shall not be considered as perquisites. The perquisites would be valued as per Income Tax Rules, wherever applicable, and at costs. In addition to the above perquisites, the Board of Directors may grant other perquisites to Mr. Balu Ganesh Ayyar, CEO from time to time as they may deem fit within the limits laid down by the Companies Act, 1956. SITTING FEE: The CEO shall not be paid any sitting fees for attending meetings of the Board or any Committee appointed by the Board. HEAD QUARTERS: The Head quarters of the CEO shall be at Bangalore or at such other place as may be decided by the Board from time to time. RELOCATION: In the event, the CEO needs to be relocated to USA for business purposes, the remuneration mentioned above shall be split between MphasiS Limited and MphasiS Corporation, 100% subsidiary of the Company in USA, as approved by the Compensation Committee or such other Committee of the Board of Directors as may be empowered by the Board in this behalf. TAX PROTECTION ON RELOCATION TO USA: The CEO would be responsible for meeting the actual taxes in India and overseas. However, the Company would reimburse the differential tax liability (i.e the actual total tax liability on compensation income less the stay at home taxes) and the additional tax cost if any arising on relocation expenses. 5
Annexure to Notice Stay at home taxes would be equivalent to the income taxes that would have been payable by CEO in India on Compensation income had the relocation not been accepted by the CEO. The salary/benefits included under privileges above would constitute the compensation income for this purpose. For this purpose, taxes in the US would include Federal Taxes, State Taxes, City Taxes, FICA and Medicare Taxes as may be applicable. The above tax protection shall be applicable only for a period of 3 years from the date of relocation or the term of contract, whichever expires earlier. TERMINATION: The engagement of Mr. Balu Ganesh Ayyar as the CEO of the Company can be terminated either by Mr. Balu Ganesh Ayyar or the Company, by one party giving to the other prior notice of a period not less than 6 months in writing, or by payment of a sum equivalent of remuneration for the notice period or part thereof in case of shorter notice or on such other terms and conditions as may be mutually agreed by the parties. However, if the CEO decides to resign due to a role change resulting from a Change in Control, the Company shall waive the notice period and shall pay the CEO an amount equivalent to 6 months fixed salary. Change in Control is as defined in RSU Plan 2010 of the Company. An abstract of the terms of appointment together with the terms of remuneration thereof under provisions of Section 302 of the Companies Act, 1956, was sent to the members on 4 October 2011. The information required under the provisions of Clause 49 of the listing agreement is given under a separate section of the Notice. A brief profile of the Mr. Balu Ganesh Ayyar is provided in the Annual Report. As per the provisions of the Companies Act, 1956, the re-appointment of Mr. Balu Ganesh Ayyar and the terms of remuneration thereof are required to be approved by the members. Accordingly, necessary resolution seeking approval of the members in this regard is placed by means of an ordinary resolution. The Board of Directors recommend passing of the said resolution. Interest of Directors None of the Directors, except Mr. Balu Ganesh Ayyar, may be deemed to be interested in the above resolution. By order of the Board For MphasiS Limited A. SIVARAM NAIR Bangalore Senior Vice President, Company Secretary, 12 January 2012 General Counsel & Ethics Officer Registered Office: Bagmane Technology Park Byrasandra, C V Raman Nagar Bangalore - 560 093 6
MphasiS Limited Regd. Office: Bagmane Technology Park, Byrasandra C V Raman Nagar, Bangalore - 560 093 Twentieth Annual General Meeting ATTENDANCE SLIP Folio No.: DP ID: Client ID: I hereby record my presence at the Twentieth Annual General Meeting of the Company held at 10:00 am on Thursday, 1 March 2012 at Taj Gateway Hotel, No. 66, Residency Road, Bangalore - 560 025, India. Name of the Shareholder (In Block Letters) : Signature of the Shareholder or Proxy: Notes: 1. Please complete this attendance slip and hand it over at the entrance of the hall. 2. The registration counter will open at 9:00 am. MphasiS Limited Regd. Office: Bagmane Technology Park, Byrasandra C V Raman Nagar, Bangalore - 560 093 Twentieth Annual General Meeting PROXY FORM Folio No.: DP ID: Client ID: I/We of being Member/Members of MphasiS Limited hereby appoint Mr./Ms./Miss of (address) or failing him/her Mr./Ms./Miss of (address) as my/our proxy to attend and vote for me/us and on my/our behalf at the Twentieth Annual General Meeting of the Company to be held at 10:00 a.m. on Thursday, the 1 March 2012 at Taj Gateway Hotel, No. 66, Residency Road, Bangalore 560 025, India and at any adjournment thereof. (Signature) Affix Re. 1/- Revenue Stamp Signed on day of, 2012. Note: This form, in order to be effective, should be completed, duly signed and stamped and must be deposited at the Registered Office of the Company, not later than 48 hours before the commencement of the meeting i.e. on or before 10:00 am on Tuesday, 28 February 2012. 7