NOTICE

Centum Electronics Limited

Corporate Identity Number (CIN) – L85110KA1993PLC013869
Registered Office: No.44, KHB Industrial Area, Yelahanka New Town, Bangalore – 560 106
Tel. No: +91 80 4143 6000 Fax No: +91 80 4143 6005
Email: [email protected] Website: www.centumelectronics.com

Notice of the 29th Annual General Meeting

Notice is hereby given that the Twenty Ninth Annual General offers herself for the re-appointment.
Meeting of the Members of Centum Electronics Limited will be
Item No.4 – Re-appointment of M/s. S. R. Batliboi &
held on Friday, August 12, 2022, at 04:30 p.m IST through
Associates LLP, Chartered Accountants (Firm Registration
Video Conferencing /Other Audio Visual Means (‘’VC/OAVM’’) to
Number - 101049W/E300004)
transact the following business.
To consider and if thought fit, to pass the following resolution as
The venue of the meeting shall be deemed to be the Registered
an Ordinary Resolution:
Office of the Company at No. 44 KHB Industrial Area, Yelahanka
New Town, Bangalore- 560 106. “RESOLVED THAT subject to the provisions of Section 139 and
other applicable provisions, if any, of the Companies Act, 2013, read
ORDINARY BUSINESS:
with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014
Item No.1 – Adoption of Financial Statements (including any statutory modification(s) or re-enactment thereof
for the time being in force), and based on the recommendation
a) To receive, consider and adopt the audited standalone
of the Audit Committee, and approval of the Board of Directors,
financial statements of the Company for the financial year
the Company hereby appoints M/s. S. R. Batliboi & Associates LLP,
ended March 31, 2022, including the audited Balance Sheet,
Chartered Accountants (Firm Registration Number - 101049W/
the Statement of Profit and Loss, the Cash Flow Statement
E300004), as the Statutory Auditors of the Company for the
and notes to financial statements for the year ended on second term of 5 (five) consecutive years to hold office from the
that date along with the reports of the Board of Directors conclusion of this Annual General Meeting until the conclusion of
and Auditor’s thereon. the 34th Annual General Meeting of the Company.
b) To receive, consider and adopt the audited consolidated
RESOLVED FURTHER THAT the Board of Directors of the
financial statements of the Company for the financial year
Company (including any committee thereof) based on the
ended March 31, 2022, including the audited Balance Sheet,
recommendation of the Audit Committee be and is hereby
the Statement of Profit and Loss, the Cash Flow Statement
authorised to fix the remuneration payable to the Statutory
and notes to financial statements for the year ended on
Auditors of the Company, from time to time including the actual
that date along with the report of the Auditor’s thereon.
travelling and out of pocket expenses incurred in connection with
Item No.2 – Declaration of Dividend the audit, in addition to taxes as applicable.
To declare a final Dividend of ₹ 2.50 per equity share (i.e. 25%) RESOLVED FURTHER THAT the Board of Directors and
of ₹ 10/- each for the financial year 2021-22. Company Secretary & Compliance Officer of the Company be and
are hereby severally authorised to do all such acts, deeds, matters
Item No.3 – Retirement of Director by rotation
and things and to take all such steps as may be required in this
To appoint a Director in place of Dr. Swarnalatha Mallavarapu connection including seeking all necessary approvals to give
(DIN: 00288771), who retires by rotation and being eligible, effect to this resolution and to settle any questions, difficulties or

219 Annual Report 2021-22

doubts that may arise in this regard.” RESOLVED FURTHER THAT the Board of Directors and
Company Secretary & Compliance Officer of the Company be and
SPECIAL BUSINESS:
are hereby severally authorised to do all such acts, deeds and
Item No.5 – Remuneration payable to the Cost Auditors things as may be necessary, proper, or expedient to give effect to
this resolution.”
To consider and if thought fit, to pass the following resolution as
By Order of the Board of Directors
an Ordinary Resolution:
For Centum Electronics Limited
“RESOLVED THAT pursuant to Section 148 and other applicable
provisions, if any, of the Companies Act, 2013 and the Companies Indu H S
(Audit and Auditors) Rules, 2014, (including any statutory Place: Bengaluru Company Secretary
modification(s) or re-enactment thereof, for the time being Date: May 24, 2022 & Compliance Officer
in force), M/s. K.S. Kamalakara & Co., Cost Accountants (Firm
Registration No. 000296), appointed as Cost Auditors by the Registered Office:
Board of Directors to audit the cost records of the Company for No.44, KHB Industrial Area
the financial year 2022–23, be paid a remuneration of ` 1,00,000/- Yelahanka New Town
(Rupees One Lakh) per annum plus applicable taxes and out-of- Bangalore – 560 106
pocket expenses that may be incurred during the course of audit. CIN : L85110KA1993PLC013869

CENTUM ELECTRONICS LIMITED 220

 NOTICE

NOTES:

1. In view of the COVID-19 pandemic, the Ministry of will also be uploaded in the website of the Company
Corporate Affairs (MCA) has, vide Circular dated May www.centumelectronics.com.
05, 2022, read with circulars dated December 14, 2021,
7. As per the provisions of the Companies Act, 2013, a
January 13, 2021, May 5, 2020, April 8, 2020, and April
Member entitled to attend and vote at the AGM is entitled
13, 2020 (collectively “MCA Circulars”), permitted
to appoint a proxy to attend and vote on his/her behalf.
companies to conduct Annual General Meeting (AGM)
Since the 29th AGM is being held through VC/OAVM as
through Video Conferencing (VC) or Other Audio Visual
per the MCA Circulars, physical attendance of Members
Means (OAVM) subject to compliance of various conditions
has been dispensed with. Accordingly, the facility for
mentioned therein. In compliance with the MCA Circulars
appointment of proxies by the Members will not be made
and applicable provisions of the Companies Act, 2013 and
available for the 29th AGM and hence the Proxy Form and
SEBI (Listing Obligations and Disclosure Requirements)
Attendance Slip are not annexed to this Notice.
Regulations, 2015, the 29th AGM of the Company is being
convened and conducted through VC/OAVM. 8. Corporate Members are required to access the link
https://evoting.kfintech.com and upload a certified copy
2. The Company has enabled the Members to participate
of the Board Resolution authorizing their representative
at the 29th AGM through the VC/OAVM facility provided
to attend the AGM through VC/OAVM and vote on their
by KFin Technologies Limited (previously known as KFin
behalf. Institutional Investors are encouraged to attend
Technologies Private Limited), Registrar and Share Transfer
and vote at the meeting through VC/OAVM.
Agent. The instructions for participation by Members are
given in the subsequent paragraphs. Participation at the 9. In case of joint holders attending the meeting, only such
AGM through VC/OAVM shall be allowed on a first-come- joint holder who is higher in the order of names will be
first-serve basis. entitled to vote.

3. As per the provisions under the MCA Circulars, Members 10. The Company has fixed Wednesday, August 3, 2022, as
attending the 29th AGM through VC/OAVM shall be counted Record Date for determining the members eligible for
for the purpose of reckoning the quorum under Section Dividend on Equity Shares, if declared at the Annual
103 of the Companies Act, 2013. General Meeting.

4. The Company has provided the facility to Members to 11. Subject to the provisions of the Companies Act, 2013,
exercise their right to vote by electronic means both dividend as recommended by the Board of Directors,
through remote e-voting and Insta Poll during the AGM. if approved by the members will be paid on or before
The process of remote e-voting with necessary User ID Tuesday, September 6, 2022, to those members whose
and Password is given in the subsequent paragraphs. Such names appear in the Register of Members on the Record
remote e-voting facility is in addition to voting that will Date.
take place at the 29th AGM being held through VC/OAVM. 12. Pursuant to Finance Act, 2020, dividend income will be
5. Members joining the meeting through VC/OAVM, who have taxable in the hands of shareholders w.e.f. April 1, 2020,
not already cast their vote by means of remote e-voting, and the Company is required to deduct tax at source from
shall be able to exercise their right to vote through Insta dividend paid to shareholders at the prescribed rates. For
Poll at the AGM. The Members who have cast their vote by the prescribed rates for various categories, the members
remote e-voting prior to the AGM may also join the AGM are requested to refer to the Finance Act, 2020 and
through VC/OAVM but shall not be entitled to cast their amendments thereof.
vote again. A Resident individual shareholder with PAN and who
is not liable to pay income tax can submit a yearly
6. The Company has appointed Mr. S.P. Nagarajan, Practicing
declaration in Form No. 15G/15H, to avail the benefit of
Company Secretary (Membership No. ACS 10028), who in
non-deduction of tax at source by sending an email to
the opinion of the Board is a duly qualified person, as a
[email protected] or investors@centumelectronics.
Scrutinizer who will collate the electronic voting process in
com. Shareholders are requested to note that in case their
a fair and transparent manner. The Scrutinizer shall within a
PAN is not registered, the tax will be deducted at a higher
period of two (2) working days from the date of conclusion
rate of 20%.
of General Meeting, submit his report of the votes cast in
favour or against, if any, to the Chairman of the Company. Non-resident shareholders can avail beneficial rates
The result of the same will be disclosed through the under tax treaty between India and their country of
Annual General Meeting proceedings. The e-voting results residence, subject to providing necessary documents i.e.

221 Annual Report 2021-22

 No Permanent Establishment and Beneficial Ownership 17. In line with the MCA Circulars, the notice of the 29th AGM
Declaration, Tax Residency Certificate, Form 10F, self along with the Annual Report 2021-22 are being sent only by
declaration and any other document which may be required electronic mode to those Members whose e-mail addresses
to avail the tax treaty benefits by sending an email to are registered with the Company/ Depositories. Members
[email protected] or investors@centumelectronics. may please note that this Notice and Annual Report 2021-
com. 22 will also be available on the Company’s website at
The aforesaid declarations and documents need to be www.centumelectronics.com, websites of the Stock
submitted by the shareholders latest by Wednesday, August Exchanges i.e. BSE Limited and National Stock Exchange of
3, 2022. India Limited at www.bseindia.com and www.nseindia.com
respectively, and on the website of KFin Technologies Limited
13. Members are requested to note that the dividends not
at https://evoting.kfintech.com.
encashed or claimed within 7 (seven) years from the date
of transfer to the Unpaid Dividend Account, will as per 18. Members who have not registered their e-mail address
Section 124 of the Companies Act, 2013, along with the are requested to register the same in respect of shares
respective shares lying in the pool account be transferred held in electronic form with the Depository through their
to the Investor Education and Protection Fund (IEPF). Depository Participant(s) and in respect of shares held in
Members who have not encashed or claimed the dividend physical form by writing to the Company’s Registrar and
for the earlier years are requested to approach the Share Transfer Agent, KFin Technologies Limited, Selenium
Company / Registrar & Transfer Agent and whose shares Building, Tower B, Plot No. 31 & 32, Gachibowli Financial
are transferred to IEPF can claim by making an application District, Nanakramguda, Hyderabad-500 032.
in form IEPF-5 to IEPF Authority through Company’s Nodal Members may note that pursuant to the MCA Circulars, the
Officer and Registrar & Transfer Agent at the earliest. Company has enabled a process for the limited purpose
Members can file only one consolidated claim in a financial of receiving the Company’s annual report and notice for
year as per the IEPF Rules. the Annual General Meeting (including remote e-voting
14. Members whose shareholding is in the electronic mode are instructions) electronically, and Members may temporarily
requested to direct change of address notifications and update their email address by accessing the link https://ris.
updates of savings bank account details to their respective kfintech.com/clientservices/mobilereg/mobileemailreg.aspx.
Depository Participant(s). Members holding Shares in 19. The Statement pursuant to Section 102 (1) of the
physical form are requested to advise any change of Companies Act, 2013 with respect to the Special Business
address or bank details immediately to our Registrars and set out in the Notice is annexed hereto.
Transfer Agent, KFin Technologies Limited. Members are
20. Additional information pursuant to Regulation 36 of the
also encouraged to utilize the Electronic Clearing System
SEBI (Listing Obligations and Disclosure Requirements)
(ECS) for receiving dividends.
Regulations, 2015 in respect of the Director seeking
15. In accordance with the proviso to Regulation 40(1) of the appointment/ re-appointment at the Annual General
Securities and Exchange Board of India (Listing Obligations Meeting is furnished and forms a part of the Notice. The
and Disclosure Requirements) Regulations, 2015, effective Director has furnished the requisite consents / declarations
from April 1, 2019, transfers of securities of the Company for re-appointment.
shall not be processed unless the securities are held in the
21. The following documents will be available for inspection by
dematerialized form with a depository. Accordingly, Members
the Members electronically during the 29th AGM. Members
holding equity shares in physical form are urged to have their
seeking to inspect such documents can send an email to
shares dematerialized to enable to transfer shares in a hassle
[email protected].
free manner.
a) The Register of Directors and Key Managerial
16. As per the SEBI Circular dated November 03, 2021, there is a
Personnel and their shareholding maintained under
mandatory requirement for the holders of physical securities
Section 170 of the Companies Act, 2013.
of all listed companies to furnish valid PAN, KYC details and
Nomination. We have updated our website with the related b) The Register of Contracts or Arrangements in which

instructions and Forms specified by SEBI for download by Directors are interested, maintained under Section

the investor and is available at www.centumelectronics. 189 of the Companies Act, 2013.

com. Holders of the Physical Securities are requested to go 22. Members are requested to send all communications relating
through the instructions and upload the required documents. to Shares including dividend matters to our Registrar and

CENTUM ELECTRONICS LIMITED 222

 NOTICE

Share Transfer Agent at the following address: only facilitating seamless authentication but also
ease and convenience of participating in e-voting
KFin Technologies Limited,
process. Shareholders are advised to update their
Selenium Building, Tower B, Plot Nos.31 & 32, Financial District,
mobile number and e-mail ID with their DPs to access
Nanakramguda, Serilingampally Mandal, Hyderabad – 500032
e-voting facility.
Toll Free No.1800 309 4001
Email: [email protected] iv. The remote e-voting period commences on Tuesday,
August 9, 2022, at 9.00 a.m. to Thursday, August 11,
23. All documents referred to in the Notice will be available
2022, at 5.00 p.m. During this period, the Members
for inspection at the Company’s Registered Office during
of the Company holding shares in physical form or
normal business hours on working days up to the date of
in dematerialized form, as on the cut-off date being
the Annual General Meeting.
Friday, August, 5, 2022, may cast their vote by
24. Pursuant to Section 108 of Companies Act, 2013 read with electronic means in the manner and process set out
Rule 20 of Companies (Management and Administration) hereinabove. The e-voting module shall be disabled
Rules, 2014 and in compliance with the SEBI (Listing for voting thereafter. Once the vote on a resolution is
Obligations & Disclosure Requirements) Regulations, 2015, cast by the Member, the Member shall not be allowed
it is mandatory to extend to the Members of the Company, to change it subsequently. Further, the Members who
the facility to vote at the Annual General Meeting (AGM) by have cast their vote electronically shall not vote by
electronic means. Members of the Company can transact all way of poll, held at the Meeting.
the items of the business through electronic voting system
v. The voting rights of Members shall be in proportion to
as contained in the Notice of the Meeting.
their shares in the paid-up equity share capital of the
PROCEDURE AND INSTRUCTIONS FOR E-VOTING AND Company as on the cut-off date.
ATTENDING THE AGM THROUGH VC/OAVM:
vi. Any person holding shares in physical form and non-
25. The Company has entered into an agreement with KFin individual shareholders, who acquires shares of the
Technologies Limited (KFintech) for facilitating e-voting and Company and becomes a Member of the Company
for conducting the Annual General Meeting through Video after sending of the Notice and holding shares as
Conferencing /Other Audio Visual Means. The instructions on the cut-off date, may obtain the login ID and
are as follows: password by sending a request at evoting@kfintech.
i. In compliance with the provisions of Section 108 com. However, if he / she is already registered with
of the Act, read with Rule 20 of the Companies KFintech for remote e-voting then he /she can use his /
(Management and Administration) Rules, 2014, as her existing User ID and Password for casting the vote.
amended from time to time, Regulation 44 of the vii. In case of Individual Shareholders holding securities
SEBI Listing Regulations and in terms of SEBI vide in demat mode and who acquires shares of the
circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 Company and becomes a Member of the Company
dated December 9, 2020 in relation to e-voting after sending of the Notice and holding shares as on
Facility Provided by Listed Entities, the Members the cut-off date may follow steps mentioned below
are provided with the facility to cast their vote under “Login method for remote e-voting and joining
electronically, through the e-voting services provided virtual meeting for Individual shareholders holding
by KFintech, on all the resolutions set forth in this securities in demat mode.”
Notice. The instructions for e-voting are given in
viii. The details of the process and manner for remote
subsequent paragraphs.
e-voting and AGM are explained herein below:
ii. However, in pursuant to SEBI circular no. SEBI/
Step 1: Access to Depositories e-voting system
HO/CFD/CMD/CIR/P/2020/242 dated December
in case of individual shareholders holding
9, 2020 on “e-voting facility provided by Listed
shares in demat mode.
Companies”, e-voting process has been enabled to
all the individual demat account holders, by way of Step 2 : Access to KFintech e-voting system in case
single login credential, through their demat accounts of shareholders holding shares in physical
/ websites of Depositories / DPs in order to increase and non-individual shareholders in demat
the efficiency of the voting process. mode.

iii. Individual demat account holders would be able Step 3 : Access to join virtual meetings (AGM) of the
to cast their vote without having to register again Company on KFintech system to participate
with the e-voting service provider (ESP) thereby not AGM and vote at the AGM.

223 Annual Report 2021-22

Details on Step 1 are mentioned below:

Login method for remote e-voting for Individual shareholders holding securities in demat mode.

Type of shareholders Login Method

Individual Shareholders 1. User already registered for IDeAS facility:
holding securities in
I. Visit URL: https://eservices.nsdl.com
demat mode with NSDL
II. Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section.
III. On the new page, enter User ID and Password. Post successful authentication, click on “Access
to e-voting”
IV. Click on company name or e-voting service provider and you will be re-directed to e-voting
service provider website for casting the vote during the remote e-voting period.
2. User not registered for IDeAS e-Services

I. To register click on link : https://eservices.nsdl.com

II. Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
III. Proceed with completing the required fields.
IV. Follow steps given in point 1
3. Alternatively by directly accessing the e-voting website of NSDL

I. Open URL: https://www.evoting.nsdl.com/

II. Click on the icon “Login” which is available under ‘Shareholder/Member’ section.
III. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat
account number held with NSDL), Password / OTP and a Verification Code as shown on the
screen.
IV. Post successful authentication, you will be requested to select the name of the company and the
e-voting Service Provider name, i.e.KFintech.
V. On successful selection, you will be redirected to KFintech e-voting page for casting your vote
during the remote e-voting period.
Individual Shareholders 1. Existing user who have opted for Easi / Easiest
holding securities in
I. Visit URL: https://web.cdslindia.com/myeasi/home/login or
demat mode with CDSL
URL: www.cdslindia.com
II. Click on New System Myeasi
III. Login with your registered User ID and Password.
IV. The user will see the e-voting Menu. The Menu will have links of ESP i.e. KFintech e-voting
portal.
V. Click on e-voting service provider name to cast your vote.
2. User not registered for Easi/Easiest

I. Option to register is available at

https://web.cdslindia.com/myeasi/Registration/EasiRegistration
II. Proceed with completing the required fields.
III. Follow the steps given in point 1
3. Alternatively, by directly accessing the e-voting website of CDSL

I. Visit URL: www.cdslindia.com

CENTUM ELECTRONICS LIMITED 224

 NOTICE

II. Provide your demat Account Number and PAN No.

III. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the
demat Account.
IV. After successful authentication, user will be provided links for the respective ESP, i.e KFintech
where the e- Voting is in progress.
Individual Shareholder I. You can also login using the login credentials of your demat account through your DP registered with
login through their demat NSDL /CDSL for e-voting facility.
accounts / Website of
II. Once logged-in, you will be able to see e-voting option. Once you click on e-voting option, you will
Depository Participant
be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see
e-voting feature.
III. Click on options available against company name or e-voting service provider – KFintech and you will
be redirected to e-voting website of KFintech for casting your vote during the remote e-voting period
without any further authentication.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot User ID and Forgot Password
option available at respective websites.

Helpdesk for Individual Shareholders holding securities in demat iv. You will now reach password change Menu wherein
mode for any technical issues related to login through Depository you are required to mandatorily change your
i.e. NSDL and CDSL. password. The new password shall comprise of
minimum 8 characters with at least one upper case
Login type Helpdesk details (A- Z), one lower case (a-z), one numeric value (0-9)
Securities held with NSDL Please contact NSDL helpdesk by and a special character (@,#,$, etc.,). The system
sending a request at evoting@nsdl. will prompt you to change your password and update
co.in or call at toll free no.: 1800 your contact details like mobile number, email ID etc.
1020 990 and 1800 22 44 30 on first login. You may also enter a secret question
Securities held with CDSL Please contact CDSL helpdesk by and answer of your choice to retrieve your password
sending a request at helpdesk. in case you forget it. It is strongly recommended
[email protected] or contact at that you do not share your password with any other
022- 23058738 or 022-23058542-43 person and that you take utmost care to keep your
password confidential.
Details on Step 2 are mentioned below:
v. You need to login again with the new credentials.
Login method for e-voting for shareholders other than
vi. On successful login, the system will prompt you to
Individual shareholders holding securities in demat mode
select the “EVEN” i.e., ‘Centum Electronics Limited -
and shareholders holding securities in physical mode.
AGM” and click on “Submit”
(A) Members whose email IDs are registered with the vii. On the voting page, enter the number of shares
Company/ Depository Participants (s), will receive an email (which represents the number of votes) as on the
from KFintech which will include details of e-voting Event Cut-off Date under “FOR/AGAINST” or alternatively,
Number (EVEN), User ID and Password. They will have to you may partially enter any number in “FOR” and
follow the below process: partially “AGAINST” but the total number in “FOR/
i. Launch internet browser by typing the URL: https:// AGAINST” taken together shall not exceed your total
emeetings.kfintech.com/ shareholding as mentioned herein above. You may
also choose the option ABSTAIN. If the Member does
ii. Enter the login credentials (i.e. User ID and
not indicate either “FOR” or “AGAINST” it will be
Password). In case of physical folio, User ID will be
treated as “ABSTAIN” and the shares held will not be
EVEN (e-voting Event Number), followed by folio
counted under either head.
number. In case of Demat account, User ID will be
your DP ID and Client ID. However, if you are already viii. Members holding multiple folios/demat accounts shall
registered with KFintech for e-voting, you can use choose the voting process separately for each folio/
your existing User ID and Password for casting the demat accounts.
vote. ix. Voting has to be done for each item of the notice
iii. After entering these details appropriately, click on separately. In case you do not desire to cast your vote
“LOGIN”. on any specific item, it will be treated as abstained.

225 Annual Report 2021-22

 x. You may then cast your vote by selecting an of the Company through VC/OAVM and e-voting during
appropriate option and click on “Submit”. the meeting.
xi. A confirmation box will be displayed. Click “OK” to i. Member will be provided with a facility to attend the AGM
confirm else “CANCEL” to modify. Once you have through VC/OAVM platform provided by KFintech. Members
voted on the resolution (s), you will not be allowed to may access the same at https://emeetings.kfintech.com/
modify your vote. During the voting period, Members by using the e-voting login credentials provided in the
can login any number of times till they have voted on email received from the Company/KFintech. After logging
the Resolution(s). in, click on the Video Conference tab and select the EVEN
xii. Corporate/Institutional Members (i.e. other than of the Company. Click on the video symbol and accept the
Individuals, HUF, NRI etc.) are also required to send meeting etiquettes to join the meeting. Please note that
scanned certified true copy (PDF Format) of the the members who do not have the User ID and Password
Board Resolution/Authority Letter etc., authorizing for e-voting or have forgotten the User ID and Password
its representative to attend the AGM through VC/ may retrieve the same by following the remote e-voting
OAVM on its behalf and to cast its vote through instructions mentioned above.
remote e-voting together with attested specimen ii. Facility for joining AGM though VC/OAVM shall open atleast
signature(s) of the duly authorised representative(s), 15 minutes before the commencement of the Meeting.
to the Scrutinizer at email id [email protected]
iii. Members are encouraged to join the Meeting through
with a copy marked to [email protected]. The
Laptops/ Desktops with Google Chrome (preferred
scanned image of the above-mentioned documents
browser), Safari, Internet Explorer, Microsoft Edge, Mozilla
should be in the naming format “Corporate Name_
Firefox 22.
Even No.”
iv. Members will be required to grant access to the webcam to
(B) Members whose email IDs are not registered with the
enable VC/OAVM. Further, Members connecting from Mobile
Company/Depository Participants(s), and consequently the
Devices or Tablets or through Laptop connecting via Mobile
Annual Report, Notice of AGM and e-voting instructions
Hotspot may experience Audio/Video loss due to fluctuation
cannot be serviced, will have to follow the below process:
in their respective network. It is therefore recommended to
i. Members who have not registered their email address use Stable Wi-Fi or LAN Connection to mitigate any kind of
and in consequence the Annual Report, Notice of aforesaid glitches.
AGM and e-voting instructions cannot be serviced,
v. As the AGM is being conducted through VC/OAVM, for the
may temporarily get their email address and mobile
smooth conduct of proceedings of the AGM, Members are
number provided with KFintech, by accessing the link:
encouraged to express their views / send their queries in
https://ris.kfintech.com/clientservices/mobilereg/
advance mentioning their name, demat account number
mobileemailreg.aspx.
/ folio number, email id, mobile number at investors@
Members are requested to follow the process as centumelectronics.com. Questions /queries received by the
guided to capture the email address and mobile Company till Wednesday, August, 10, 2022, shall only be
number for sending the soft copy of the notice and considered and responded during the AGM.
e-voting instructions along with the User ID and
vi. The Members who have not cast their vote through remote
Password. In case of any queries, member may write
e-voting shall be eligible to cast their vote through e-voting
to [email protected].
system available during the AGM. E-voting during the AGM
ii. Alternatively, member may send an e-mail request is integrated with the VC/OAVM platform. The Members
at the email id: [email protected] along with may click on the voting icon displayed on the screen to cast
scanned copy of the signed copy of the request letter their votes.
providing the email address, mobile number, self-
vii. A Member can opt for only single mode of voting i.e.,
attested PAN copy and Client Master copy in case of
through Remote e-voting or voting at the AGM. If a Member
electronic folio and copy of share certificate in case of
casts votes by both modes, then voting done through
physical folio for sending the Annual report, Notice of
Remote e-voting shall prevail and vote at the AGM shall be
AGM and the e-voting instructions.
treated as invalid.
iii. After receiving the e-voting instructions, please follow
viii. Facility of joining the AGM through VC/OAVM shall be
all steps above to cast your vote by electronic means.
available for atleast 2000 members on first-come-first-serve
Details on Step 3 are mentioned below: basis.
Instructions for all the shareholders, including Individual, ix. Institutional Members are encouraged to attend and vote at
other than Individual and Physical, for attending the AGM the AGM through VC/OAVM.

CENTUM ELECTRONICS LIMITED 226

 NOTICE

OTHER INSTRUCTIONS: off date for e-voting, he/she may obtain the User ID and
Password in the manner as mentioned below:
I. Speaker Registration: The Members who wish to speak
during the meeting may register themselves as speakers i. If the mobile number of the member is registered
for the AGM to express their views. They can visit https:// against Folio No./ DP ID- Client ID, the member
emeetings.kfintech.com and login through the User ID and may send SMS: MYEPWD <space> e-voting Event
Password provided in the mail received from Kfintech. On Number+Folio No. or DP ID Client ID to 9212993399
successful login, select ‘Speaker Registration’ which will 1. Example for NSDL:
open from Monday, August 8, 2022 to Wednesday, August 2. MYEPWD <SPACE> IN12345612345678
10, 2022. Members shall be provided a ‘queue number’
before the meeting. The Company reserves the right to 3. Example for CDSL:
restrict the speakers at the AGM to only those Members who 4. MYEPWD <SPACE> 1402345612345678
have registered themselves, depending on the availability 5. Example for Physical:
of time for the AGM.
6. MYEPWD <SPACE> XXXX1234567890
II. Post your Question: The Members who wish to post their
ii. If e-mail address or mobile number of the member
questions prior to the meeting can do the same by visiting
is registered against Folio No. / DP ID Client ID, then
https://emeetings.kfintech.com. Please login through the
on the home page of https://evoting.kfintech.com/,
User ID and Password provided in the mail received from
the member may click “Forgot Password” and enter
KFintech. On successful login, select ‘Post Your Question’
Folio No. or DP ID Client ID and PAN to generate a
option which will opened from Monday, August 8, 2022 at
password.
9:00 a.m. to Wednesday, August 10, 2022 at 5:00 p.m.
iii. Members who may require any technical assistance
III. In case of any query and/or grievance, in respect of
or support before or during the AGM are requested to
voting by electronic means, Members may refer to the
contact KFintech at toll free number 1-800-309-4001
Help & Frequently Asked Questions (FAQs) and e-voting
or write to them at [email protected].
user manual available at the download section of https://
evoting.kfintech.com (KFintech Website) or contact Mr. N VI. The results of the electronic voting shall be declared to the
Shiva Kumar, Deputy Manager at [email protected] or Stock Exchanges after the AGM. The results along with the
call KFintech’s toll free No. 1-800-309-4001 for any further Scrutinizer’s Report, shall also be placed on the website of
the Company.
clarifications.
26. Members who may require any technical assistance or
IV. The Members, whose names appear in the Register of
support before or during the AGM are requested to contact
Members / list of Beneficial Owners as on Friday, August
KFin Technologies Limited at toll free number 1-800-3094-
5, 2022, being the cut-off date, are entitled to vote on the
001 or write to them at [email protected].
Resolutions set forth in this Notice. A person who is not a
Member as on the cut-off date should treat this Notice for By Order of the Board of Directors
information purposes only. Once the vote on a resolution(s) For Centum Electronics Limited
is cast by the Member, the Member shall not be allowed to
change it subsequently. Indu H S
V. In case a person has become a Member of the Company Place: Bengaluru Company Secretary &
after dispatch of AGM Notice but on or before the cut- Date: May 24, 2022 Compliance Officer

227 Annual Report 2021-22

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

Item No.4: The Board recommends Ordinary Resolution at Item No. 04 of the
accompanying Notice for approval of the Members.
This Explanatory Statement is provided in terms of Regulation
36(5) of SEBI (Listing Obligations and Disclosure Requirements) Item No. 5:
Regulations, 2015. However, the same is not required as per
The provisions of Section 148 of the Companies Act, 2013 and the
Section 102 of the Companies Act, 2013.
Companies (Cost Records and Audit) Rules, 2014 mandates the
M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Company to get its cost records audited every year. The Board of
Registration Number - 101049W/E300004) were appointed as Directors has considered the appointment of M/s. K.S. Kamalakara
Statutory Auditors of the Company at the 24th Annual General & Co., Cost Accountants (Firm Registration No. 000296) as the
Meeting (‘AGM’) for a period of 5 years, up to the conclusion of Cost Auditors of the Company for the financial year 2022-23 at
29th AGM. M/s. S. R. Batliboi & Associates LLP are eligible for a remuneration of ` 1,00,000/- (Rupees One Lakh) apart from
re-appointment for the second term, for a further period of 5 applicable taxes and out-of-pocket expenses, if any.
years. M/s. S. R. Batliboi & Associates LLP have given their consent
Ratification of remuneration payable to Cost Auditors needs to
for their re-appointment as Statutory Auditors of the Company
be done by the Shareholders of the Company in terms of Section
and have issued certificate confirming that their re-appointment,
148 of the Companies Act, 2013 read with the Companies (Audit
if made, will be within the limits prescribed under the provisions
and Auditors) Rules, 2014, due to which consent of the Members
of Section 139 of the Companies Act, 2013 (‘the Act’) and the
is sought for ratification of the remuneration payable to the Cost
rules made thereunder. Based on the recommendations of the
Auditors for the financial year 2022-23.
Audit Committee and the Board of Directors, it is hereby proposed
to re-appoint M/s. S. R. Batliboi & Associates LLP, Chartered The Board of Directors recommends the Ordinary Resolution
Accountants, having (Firm Registration Number - 101049W/ as set out in Item No.05 of the Notice for the approval of the
E300004), as the Statutory Auditors of the Company for the Shareholders.
second and final term of five consecutive years, who shall hold
office from the conclusion of this 29th AGM till the conclusion of None of the Promoters, Directors, Key Managerial Personnel or
the 34th AGM of the Company. The remuneration proposed to their relatives are interested, financially or otherwise, if any in
be paid to the Statutory Auditors during their second and final the Resolution No. 05 of the accompanying Notice except to the
term would be in line with the existing remuneration and shall extent of their Shareholding, if any in the Company.
commensurate with the services to be rendered by them during
the said tenure. The Board of Directors in consultation with the
Audit Committee may alter and vary the terms and conditions of By Order of the Board of Directors
appointment, including remuneration, in such manner and to such For Centum Electronics Limited
extent as may be mutually agreed with the Statutory Auditors.

None of the Promoters, Directors, Key Managerial Personnel or Indu H S

their relatives are interested, financially or otherwise, if any in Place: Bengaluru Company Secretary &
the Resolution No. 04 of the accompanying Notice except to the Date: May 24, 2022 Compliance Officer
extent of their Shareholding, if any in the Company.

CENTUM ELECTRONICS LIMITED 228

 NOTICE

Details of the Director seeking re-appointment at the 29th Annual General Meeting
[Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standard on General Meeting]

Dr. Swarnalatha Mallavarapu:

Date of birth 12.10.1956

Date of appointment 26.03.2015

Qualifications:

Dr. Swarnalatha Mallavarapu (Latha) received her Ph. D. in Physics and worked in some of the premier research institutes in India and
the US. The major research Labs she worked at are, The US Air Force Weapons Labs in Albuquerque, the Indian Institute of Science in
Bangalore and the R&D division of Bharat Electronics Limited. She is an Alumnus of the Indian Institute of Science. Her research in thin
films and devices for applications such as optical coatings, super conducting coatings, magnetic memory devices, etc., have been well
recognized. Her work has been published in several reputed international and national scientific journals and conferences.

No. of shares held in the Company 3,69,150

Names of Listed entities in which she holds the Centum Electronics Limited
Directorship as on March 31, 2022
Chairman/Member of the Committees of the Listed Member of Corporate Social Responsibility Committee and Stakeholders’
entities Board as on March 31, 2022 Relationship Committee
Inter-se relationship with other Directors Dr. Swarnalatha Mallavarapu is related to Mr. Apparao V Mallavarapu,
Chairman & Managing Director and Mr. Nikhil Mallavarapu, Executive Director.

Expertise in specific functional areas:

Dr. Latha spent time as a consultant to Industries in the US such as Coretek in Boston and X-Media Corporation and Wyrnet in California,
before she established Centum Industries in the year 2004.

Dr. Latha was also a Government nominated member of the Syndicate of Bangalore University (2001 to 2004), which is the executive
body of the University administration. She has actively contributed in the execution of reforms and policies, having taken on various
leadership roles, to evolve proper systems and processes in the University administration.

Furthermore, she was on the Board of Directors of the Bangalore Stock Exchange. She has also held many positions in FICCI Ladies
Organization (FLO) including serving as the Senior Vice Chair of the Karnataka Chapter.

229 Annual Report 2021-22