Regd. Office : B-234, Okhla Id. Area, Phase-I, New Delhi-110 020 Notice Notice is hereby give that the Twety Nith Aual Geeral Meetig of the Members of NIIT Limited will be held o Moday, 2 d day of July, 2012, at 10:00 A.M. at Mapple Exotica, Khasra No. 123, Chattarpur Madir Road, Satbari, New Delhi- 110074, to trasact the followig busiess: ORDINARY BUSINESS 1. To receive, cosider ad adopt the Balace Sheet as at March 31, 2012, Statemet of Profit ad Loss for the fiacial year eded as o that date together with the Reports of the Auditors ad the Directors thereo. 2. To declare divided o equity shares. 3. To appoit a Director i place of Mr. Sajay Khosla, who retires by rotatio ad beig eligible, offers himself for re-appoitmet. 4. To appoit M/s Price Waterhouse, Chartered Accoutats, (registratio umber FRN301112E), as Statutory Auditors of the Compay to hold office from the coclusio of this Aual Geeral Meetig till the coclusio of the ext Aual Geeral Meetig ad to authorize the Board of Directors to fix their remueratio. SPECIAL BUSINESS 5. To cosider ad if thought fit, to pass, with or without modificatio(s), the followig resolutio as a Ordiary Resolutio: RESOLVED THAT Mr. Subroto Bhattacharya, a Director, who retires by rotatio at this Aual Geeral Meetig ad who has expressed his desire ot to be re-appoited as a Director, be retired ad ot be re-appoited. RESOLVED FURTHER THAT the vacacy o the Board of Directors of the Compay so created be ot filled ad that the umber of Directors be reduced accordigly. 6. To cosider ad if thought fit, to pass, with or without modificatio(s), the followig resolutio as a Ordiary Resolutio: RESOLVED THAT pursuat to the provisios of Sectio 293(1)(e) of the Compaies Act, 1956 ( the Act ) ad all other applicable provisios, if ay, ad such other approvals, sactios, permissios as may be ecessary, the Board of Directors be ad is hereby authorized to grat or otherwise provide assistace up to Rs. 100 Millio (i oe or more traches) per year over the ext three fiacial years ad i aggregate ot exceedig Rs. 250 Millio, startig from fiacial year 2012-13, to the followig etities egaged i activities of social, cultural, educatioal, ecoomic, scietific research, rural developmet ad/or ay other activity for people at large, otwithstadig the fact that the said amout for ay fiacial year may exceed the limits specified uder Sectio 293(1)(e) of the Act, as ameded from time to time: 1. NIIT Istitute of Iformatio Techology, a society registered uder the Societies Registratio Act, 1860 2. NIIT Foudatio, a society registered uder the Societies Registratio Act, 1860 3. Ay other orgaizatio egaged i the activities of social, cultural, educatioal, ecoomic, scietific research, rural developmet ad/or ay other activity for people at large. Place : New Delhi Date : May 9, 2012 By Order of the Board For NIIT Limited Rajesh Arora Compay Secretary 1
Regd. Office : B-234, Okhla Id. Area, Phase-I, New Delhi-110 020 Notice (Cotd.) NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY AT B-234, OKHLA INDUSTRIAL AREA, PHASE I, NEW DELHI 110020, NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A BLANK PROXY FORM IS ATTACHED WITH THE ANNUAL REPORT. 2. Corporate Members itedig to sed their authorised represetatives to atted the Meetig are requested to sed a certified true copy of the Board Resolutio authorizig their represetative to atted ad vote o their behalf at the Meetig. 3. All the documets referred i the Notice alog with explaatory statemet, Aual Report as well as Aual Accouts of the subsidiary compaies ad Register of Directors Shareholdig are ope for ispectio, durig the busiess hours, at the Registered Office of the Compay. 4. Statutory Auditors certificate certifyig that the Compay s stock optio pla has bee implemeted i accordace with the SEBI (Employees Stock Optio Scheme ad Employees Stock Purchase Scheme) Guidelies, 1999 ad i accordace with resolutios passed by the Members, will be available at the Meetig for ispectio by the Members. 5. The Register of Members ad Share Trasfer Books of the Compay shall remai closed durig the Book Closure period, i.e., from Jue 22, 2012 to July 2, 2012, both days iclusive. The divided as recommeded by the Board of Directors, if declared at the Meetig, will be paid to those Members whose ames appear i the Compay s Register of Members as o July 2, 2012 for shares held i physical form ad the list of beeficial owers as furished by the Depositories (NSDL ad CDSL) as of the close of busiess hours o Jue 21, 2012 for shares held i electroic form. 6. While Members holdig shares i physical form may write to the Compay for ay chage i their address ad bak madates, Members havig shares i electroic form may iform ay chage i address ad bak details to their depository participat(s) immediately so as to eable the Compay to dispatch divided warrats at correct address. 7. The Members holdig shares i the same ame or same order of ames uder differet folios are requested to sed the share certificates for cosolidatio of such shares to the Compay. 8. The Members desirous of appoitig their omiees for the shares held by them may apply i the Nomiatio Form (Form 2B). 9. I order to provide protectio agaist fraudulet ecashmet of divided warrats, Members holdig shares i physical form are requested to provide their bak accout umber, ame ad address of the bak/brach to eable the Compay to icorporate the same i the divided warrats. 10. All uclaimed/upaid divided up to the fiacial year eded o March 31, 2004, have bee trasferred to the Ivestor Educatio ad Protectio Fud of the Cetral Govermet pursuat to Sectio 205A of the Compaies Act, 1956. Members who have ot so far ecashed divided warrat(s) for the fiacial year eded March 31, 2005 ad thereafter are requested to approach the Compay by writig a letter to the Compay at its Registered Office address immediately. As o March 31, 2012, the amout outstadig i uclaimed divided accout for the fiacial year eded March 31, 2005 is Rs.4,90,567.50. 11. The Members desirous of obtaiig ay iformatio/clarificatio cocerig the accouts ad operatios of the Compay are requested to address their questios i writig to the Compay Secretary at least te days before the Aual Geeral Meetig, so that the iformatio required may be made available at the Aual Geeral Meetig. 2
Regd. Office : B-234, Okhla Id. Area, Phase-I, New Delhi-110 020 Notice (Cotd.) 12. The Miistry of Corporate Affairs ( MCA ) has take a Gree Iitiative i the Corporate Goverace by allowig paperless compliaces by compaies vide its Circular Nos. 17/2011 dated April 21, 2011 ad 18/2011 dated April 29, 2011 statig that the service of official documets by the compaies to its members ca be made through electroic mode. Cosiderig the move take by the MCA as a welcome step for the society at large, the Compay had set the Aual Report for the fiacial year 2010-11 i electroic form to the e-mail IDs made available to the Compay by the depositories ad/ or Members. All the official documets icludig Aual Report of the Compay, circulated to the Members of the Compay through electroic mode, were made available o the Compay s website www.iit.com. This year also, the Compay proposes to sed the Aual Report icludig various otices/documets like Notices of Geeral Meetigs, Audited Fiacial Statemets, Auditors Report, Directors Report ad Fiacial Results i electroic form to the e-mail IDs provided by the Members with their depository participats. All the official documets icludig Aual Report of the Compay, circulated to the Members of the Compay through electroic mode, will be made available o the Compay s website www.iit. com. The Members holdig shares i electroic mode may update their e-mail IDs with their depository participats to esure that the Aual Reports ad other documets reach them at their preferred e-mail IDs ad where the shares are held i physical form, they may get their e-mail IDs updated i the records of the Compay. I this regard, the Members ca also register/update their e-mail IDs at the website of the Compay www.iit. com/ivestor relatios. 13. THE COMPANY WHOLE-HEARTEDLY WELCOMES MEMBERS/PROXIES AT THE ANNUAL GENERAL MEETING OF THE COMPANY; HOWEVER, THE MEMBERS/PROXIES MAY PLEASE NOTE THAT NO GIFTS/GIFT COUPONS WILL BE DISTRIBUTED AT THE ANNUAL GENERAL MEETING. 14. Iformatio pursuat to Clause 49 of the Listig Agreemet pertaiig to the Director proposed to be re-appoited vide Item No 3 of the Notice, is as follows: Name Mr. Sajay Khosla Date of Birth December 1, 1951 Date of Appoitmet December 21, 2002 Qualificatios B Tech from IIT Delhi & Advaced Maagemet Program from Harvard Uiversity Expertise i specific fuctioal area Detailed i the Corporate Goverace Report for the fiacial year 2011-12 Directorship held i other public Noe compaies (excludig Foreig Compaies) Membership (M)/Chairmaship Noe (C) of Committees of other public compaies (icludes oly Audit Committee (AC) ad Shareholders / Ivestos Grievace Committee (SIGC) Number of Equity Shares held i the 56,250 Compay Relatioship with other Directors Noe Explaatory Statemet (pursuat to Sectio 173(2) of the Compaies Act, 1956) ITEM NO 5 Mr. Subroto Bhattacharya, who retires by rotatio at the forthcomig Aual Geeral Meetig has iformed the Compay that he does ot wish to offer himself for re-electio as a Director of the Compay. As required uder Sectio 256(4) of the Compaies Act, 1956, a resolutio for ot fillig the vacacy caused by Mr. Subroto Bhattacharya s retiremet has bee icluded i the Notice of the Aual Geeral Meetig. Your Directors wish to place o record their appreciatio for the cotributios made by Mr. Subroto Bhattacharya durig his over thirtee years of associatio with the Compay. 3
Regd. Office : B-234, Okhla Id. Area, Phase-I, New Delhi-110 020 Notice (Cotd.) The Board recommeds the resolutio set out i Item No 5 of the Notice for your approval. Noe of the Directors is cocered or iterested i the resolutio at Item No 5 of the Notice. ITEM NO 6 The Compay has bee a market leader i the areas of IT educatio ad IT assisted educatio i the coutry sice its iceptio. The Compay has bee successfully coductig career educatio programs at post secodary level, structured o the lies of uiversity system. The GNIIT ad DNIIT programs have received academic validatio from uiversities i the developed world. The Compay has cosistetly pioeered several iovative approaches for ruig a educatio compay. I the cotext of the ew emergig educatio paradigm ad recet iitiatives of the regulatory authorities to ivolve the private sector i the spread of higher educatio, the Compay has evisioed a world class global uiversity amed NIIT Uiversity (the Uiversity ) set up by NIIT Istitute of Iformatio Techology (the Istitute ) with objects of providig seamless, idustry liked, techology based, research drive programs ad to create kowledge leaders. The icome ad property of the Istitute, however derived, shall be applied towards the promotio of the objectives as set forth i the Memoradum of Associatio of the Istitute. The beefits that could accrue to the Compay for such patroizatio are: Further improve NIIT brad image i associatio with a world class higher educatio Uiversity. World class research facility, which will eable the Compay to grow i emergig techologies like educatio techology, ao techology, bioiformatics, other iformatio ad commuicatio techologies ad develop ew methodologies to address emergig area i the service sector. Uptodate curriculum/cotets i areas like bioiformatics, ao ad other emergig techologies. Geeratio of Compay s capabilities ad experiece, alog with proposed Uiversity s reach, leveragig additioal reveue lies such as educatio delivery usig techology, testig ad examiatio services. Compay s global ceters to ru accredited courses with this as well as other iteratioal uiversities. The Istitute uder the guidace of its idepedet Goverig Board, has established Uiversity at Neemraa, Alwar, Rajastha ad has begu its first sessio i September 2009. Sice the Istitute is at a iitial stage, it eeds substatial fuds ad has approached may corporates icludig the Compay. Due to reasos stated above ad also to fulfill its corporate social resposibilities, the Compay deems it fit to support the cause of the Istitute by way of grat to the Istitute. The Shareholders are also iformed that they have vide their resolutio passed o July 27, 2005 ad July 27, 2009 had approved grat of corpus to the tue of Rs. 50,000,000/- (Rupees fifty millio oly) ad Rs. 100,000,000/- (Rupees oe hudred millio oly) respectively to the Istitute. The Compay has grated corpus/doatio to the Istitute of a aggregate amout of Rs. 148,000,000/- (Rupees oe hudred forty eight millio oly) over the last six years. I additio to above, the Compay has also bee extedig support to NIIT Foudatio ( NF ), a ot-for-profit society registered uder the Societies Registratio Act, 1860, set up with the key objective of reachig the uder-served commuities especially the margialized youth i urba slums ad rural areas. I the last four years, NF has impacted over 30,000 youth ad placed over 81% of eligible cadidates, thus creatig their livelihoods. I additio to the corporate social resposibility objective, followig beefits may accrue to the Compay from the work doe by NF: The research ad egagemet models from NF may provide a head start by providig isights ito customer ad commuity mid sets. With 18 NF ceters i operatio, NF icreases 4
Regd. Office : B-234, Okhla Id. Area, Phase-I, New Delhi-110 020 Notice (Cotd.) the reach of Compay s courses leadig to higher social impact. NF is gaiig recogitio for the work beig doe be it with corporates that wat to setup parter ceters with NF or placemet orgaizatios that wat to recruit NF studets. This is leadig to a better image for the Compay. The tie up with Corporates doe by NF will help the Compay ad group to make iroads i those corporates. Low cost educatio delivery models developed by NF (District Learig Cetre, Courier Learig Cetre etc.) ad experiece gaied i studet mobilizatio ad idustry tie-ups would provide a huge beefit to NIIT veture ito Skill Buildig Solutios. As per Sectio 293(1)(e) of the Compaies Act, 1956, ay cotributio to a fud exceedig Rs. 50,000 or 5% of the average et profits durig the precedig three fiacial years, whichever is greater, would require approval from the shareholders of the Compay. The Corpus, towards edowmet fud, beig i the ature of grat falls withi the ambit of sectio 293 (1)(e) of the Compaies Act, 1956. sought for grats. Further, the Compay has omiatio right o the Goverig Board of the Istitute ad accordigly has omiated Mr. P. Rajedra, Director of the Compay o the Goverig Board of the Istitute. Your Directors propose to the members to pass the resolutio as set out i the otice, to empower the Board of Directors of the Compay to make ecessary grats to the Istitute, NF or ay other orgaisatio egaged i the activities of social, cultural, educatioal, ecoomic, scietific research, rural developmet or ay other activity for people at large as stated i the resolutio. Mr. Rajedra S Pawar, Mr. Vijay K Thadai ad Mr. P Rajedra, Directors of the Compay do ot have ay pecuiary ad/or ay other iterest(s) i the Istitute ad NF, except that they are the fouder members ad also members of the Goverig Board of the Istitute ad NF for which they may be deemed to be iterested. Except to the extet metioed hereiabove, o other director is iterested or cocered i the proposed resolutio. The Board of Directors, therefore, recommeds the resolutio at Item No 6 of the Notice for your approval. Sice the proposed grat of amout up to Rs. 100,000,000 (Rupees oe hudred millio oly) per year over the ext three fiacial years ad i aggregate ot exceedig Rs. 250,000,000 (Rupees two hudred fifty millio oly) is over ad above the limits prescribed uder Sectio 293(1)(e) of the Compaies Act, 1956, therefore, shareholders approval is beig Place : New Delhi Date : May 9, 2012 By Order of the Board For NIIT Limited Rajesh Arora Compay Secretary 5