TIDEL PARK COIMBATORE LTD.

[CIN U45209TN2007PLC064060]

Regd. Office : No.4, Rajiv Gandhi Salai, Taramani, Chennai – 600 113

Ph: 044-22540666 / 0422-2513604, Fax: 044-22541744/0422-2513609

web: www.tidel-parkcoimbatore.com, mail:tpcl@tidelpark-coimbatore.com

NOTICE TO SHAREHOLDERS

Notice is hereby given that the Twelfth Annual General Meeting of TIDEL Park

Coimbatore Ltd. will be held on Monday, 30th September 2019 at 11.00 AM in

the Chamber of Principal Secretary to Govt. (IT Dept.), 2nd Floor, Secretariat,

Chennai 600 009 to transact the following business:-

ORDINARY BUSINESS:

1. To receive, consider and adopt the Annual Accounts of TIDEL Park

Coimbatore Ltd. for the financial year 2018-19 together with the Report

of the Directors and Auditors and the comments of Comptroller and

Auditor General of India:

To consider and if deemed fit, to pass the following resolution, with or without

modification(s) as an Ordinary Resolution:

“RESOLVED THAT the Balance Sheet of the Company as at 31st

March 2019, the Profit and Loss Account for the year ended on that

date together with the Schedules thereto, the Cash Flow statement

for the financial year 2018-19, the report of the Board of Directors

and the Auditors, the comments of the C&AG and replies of the

Management thereon placed before the meeting be and are hereby

received, considered and adopted.”

2. To appoint a Director in the place of Thiru. M.A. Siddique, IAS,

Director who retires by rotation and being eligible offers himself for election

To consider and if deemed fit, to pass the following resolution, with or without

modification(s) as an Ordinary Resolution:

“RESOLVED THAT pursuant to applicable provisions of the

Companies Act 2013 and Rules thereunder, Thiru. M.A. Siddique,

IAS (DIN No.07955771), Director who retires by rotation and being

eligible offers himself for re-election, be and is hereby re-appointed

as a Director of the Company.”

3. To appoint a Director in the place of Dr. Santhosh Babu, IAS,

Director who retires by rotation and being eligible offers himself for

election

To consider and if deemed fit, to pass the following resolution, with or without

modification(s) as an Ordinary Resolution:

“RESOLVED THAT pursuant to applicable provisions of the

Companies Act 2013 and Rules thereunder, Dr. Santhosh Babu,

IAS (DIN No.01732308), Director who retires by rotation and being

eligible offers himself for re-election, be and is hereby re-appointed

as a Director of the Company.”

4. To appoint a Director in the place of Thiru. M. Vijayakumar, IAS,

Director who retires by rotation and being eligible offers himself for

election

To consider and if deemed fit, to pass the following resolution, with or without

modification(s) as an Ordinary Resolution:

“RESOLVED THAT pursuant to applicable provisions of the

Companies Act 2013 and Rules thereunder, Thiru. M. Vijayakumar,

IAS (DIN No.08128389), Director who retires by rotation and being

eligible offers himself for re-election, be and is hereby re-appointed

as a Director of the Company.”

5. To appoint Statutory Auditors for 2019-20

To consider and if deemed fit, to pass the following resolution, with or without

modification(s) as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 142 of the Companies Act,

2013, and other relevant provisions, if any, M/s. Swamy & Ravi,

Chartered Accountants, Coimbatore, appointed by the Comptroller

and Auditor General of India be and are hereby appointed as

Statutory Auditors 2019-20 and their remuneration under Section

139 of the Companies Act 2013, be and is hereby fixed at

Rs.1,25,000/- (Rupees One Lakh and Twenty Five Thousand only)

plus applicable taxes and reasonable Travelling and Out of Pocket

Expenses, as approved by the Board.”

SPECIAL BUSINESS

6. Appointment of Dr. Aneesh Sekhar. S, IAS as Director of the

Company

To consider and if deemed fit, to pass the following resolution, with or without

modification(s) as an Ordinary Resolution:

“RESOLVED THAT pursuant to applicable provisions of the

Companies Act 2013, rules thereunder and the Articles of Association

of the Company, Dr. Aneesh Sekhar. S, IAS (DIN No.07887010) who

was appointed as Additional Director of the Company with effect from

28.5.2019 be and is hereby appointed as Director of the Company,

liable to retire by rotation.”

7. Appointment of Dr. K.P. Karthikeyan, IAS as Director of the

Company

To consider and if deemed fit, to pass the following resolution, with or without

modification(s) as an Ordinary Resolution:

“RESOLVED THAT pursuant to applicable provisions of the

Companies Act, 2013, rules thereunder and the Articles of

Association of the Company, Thiru. K.P. Karthikeyan, IAS (DIN

No.08218878), who was appointed as Additional Director with effect

from 10.6.2019 be and is hereby appointed as Director of the

Company, liable to retire by rotation.”

8. Appointment of Selvi. E. Nalini as a Director of the Company

To consider and if deemed fit, to pass the following resolution, with or without

modification(s) as an Ordinary Resolution:

“RESOLVED THAT pursuant to applicable provisions of the

Companies Act, 2013, rules thereunder and the Articles of

Association of the Company, Selvi. E. Nalini (DIN No. 08526353),

who was appointed as Additional Director with effect from 1.8.2019

be and is hereby appointed as Director of the Company, liable to

retire by rotation.”

9. Appointment of Thiru. B. Elangovan as Managing Director

To consider and if deemed fit, to pass the following resolution, with or without

modification(s) as a Special Resolution:

“RESOLVED THAT pursuant to provisions of Sections 196, 197 and

203 read with Schedule V and other applicable provisions, if any, of the Companies Act 2013, as amended from time to time thereto and

the Articles of Association of the Company, and such other consents

and permission as may be necessary, and subject to such

modifications, variations as may be approved and acceptable,

approval of the Company be and is hereby accorded for the

appointment of Thiru. B. Elangovan (DIN 00133452) as Managing

Director of the Company, whose office will be liable to determination

by retirement by rotation, for a period of one year from 11th June

2019 or until further orders, whichever is earlier and payment of

remuneration for the aforesaid period on the terms and conditions

which are set out in the Explanatory Statement annexed to the

notice.”

“RESOLVED FURTHER THAT Chairman / Director / Company Secretary be and are hereby authorised to carry out all necessary

actions as may be necessary to give effect to this resolution.”

(By order of the Board of Directors) - Sd -

(M. Gita)

Company Secretary

Place: Coimbatore

Date: 25.9.2019

NOTE:

1. A member entitled to attend and vote at the Annual General Meeting is entitled

to appoint a proxy to attend and vote instead of himself and such proxy need not

be a member of the Company. The proxies in order to be effective must be

received at the registered office of the Company not less than 48 hours before

the meeting. Proxy form is enclosed.

2. All documents referred to in the accompanying notice and the Explanatory

Statement are open for inspection of the Members at the Registered Office of the

Company on all working days, except Saturdays, Sundays and Holidays, up to the

date of the Annual General Meeting.

3. Explanatory Statement pursuant to Section 102 is enclosed. - Sd -

(M. Gita)

Company Secretary

Place: Coimbatore

Date: 25.9.2019

Explanatory Statement pursuant to Section 102 of Companies Act 2013

Item No. 6

Dr. Aneesh Sekhar. S, IAS, Executive Director, TIDCO was appointed as

Additional Director of the Company with effect from 28.5.2019 and holds office

till the ensuing Annual General Meeting. The nomination of Dr. Aneesh Sekhar. S,

IAS as Director has been recommended by the Nomination and Remuneration

Committee.

Item No.7

Dr. K.P. Karthikeyan, IAS, Executive Director, Tamil Nadu Industrial Guidance

and Export Promotion Bureau was appointed as Additional Director of the

Company with effect from 10.6.2019 and holds office till the ensuing Annual

General Meeting. The nomination of Dr. K.P. Karthikeyan, IAS as Director has

been recommended by the Nomination and Remuneration Committee.

Item No. 8

Selvi. E. Nalini, General Manager (F&A), ELCOT was appointed as Additional

Director of the Company with effect from 1.8.2019 and holds office till the ensuing Annual General Meeting. The nomination of Selvi. E. Nalini as Director

has been recommended by the Nomination and Remuneration Committee.

The Board recommends the Resolution at Item No.s 6 to 8 of the accompanying

Notice for approval by the Members of the Company.

None of the Directors and Key Managerial Personnel of the Company or their

respective relatives are concerned or interested in the passing of the Resolution

at Item No.s 6 to 8 of the accompanying Notice, except as Nominees /

Representatives of TIDCO / ELCOT / TIDEL / STPI.

Item No.9

As per Clause 111 of the Articles of Association of TPCL, the Managing Director of

TPCL shall be a professional nominated by ELCOT and whose appointment shall

be considered by the Board. ELCOT vide letter dated 11.6.2019 has nominated

Thiru. B. Elangovan, Managing Director, TIDEL Park Ltd. as Managing Director of

TPCL for the time being. The Nomination and Remuneration Committee at its 9th

meeting and Board of Directors at their 63rd meeting held on 11th June 2019 have

considered the nomination and have appointed Thiru.B.Elangovan, Senior General

Manager (Projects), TIDCO who is also Managing Director, TIDEL Park Ltd. as

Managing Director (Key Managerial Personnel), TIDEL Park Coimbatore Ltd.

The terms and conditions of appointment of Thiru. B. Elangovan as Managing

Director are as follows:

(i) Tenure of appointment:

The appointment is for a period of 1 year from 11th June 2019 to 10th June 2020

or until further orders of ELCOT, whichever is earlier.

(ii) Remuneration:

TIDCO vide proceedings No. 2(148)/B II/ 2016 dated 4th May 2016 has placed the

services of Thiru. B. Elangovan, Senior General Manager (Projects), TIDCO on

deputation as Managing Director, TIDEL Park Ltd. and has also assigned charge to

Thiru. B. Elangovan as Director in charge of TIDEL Park Coimbatore Ltd., for

which assignment Thiru. B. Elangovan is drawing additional charge allowance as

per the terms and conditions of deputation (Letter No. BII/2016 dated 11.5.2016).

ie; 1/5th of Basic + Grade Pay + DA, subject to revision of Basic & DA from time

to time [Rs.29,321/- presently]. In pursuance of the decision of the Board of

Directors, Thiru. B. Elangovan has been acting in the capacity of Managing

Director, TIDEL Park Coimbatore Ltd. In addition he will be eligible for other

allowances, as applicable.

(iii) Duties and Responsibilities:

Thiru. B. Elangovan will carry out roles and responsibilities as Managing Director

(Key Managerial Personnel) in terms of Section 203 and other provisions of the

Companies Act 2013, relevant rules thereunder and in accordance with the

Articles of Association of the Company. In line with the communication of ELCOT

vide letters dated 11.6.2019 and 14.8.2019, the prevailing arrangement of

handling the day to day affairs of the Company by the Committee of Directors

(Operations) comprising of Thiru. B. Elangovan and Nominee Director, ELCOT will

continue.

(iv) Other Terms

(a) The Managing Director shall act in good faith in order to promote the

objects of the Company for the benefit of its members as a whole, and in the best

interests of the Company, its employees and the Shareholders.

You shall exercise your duties with due and reasonable care, skill and diligence.

(b) The Managing Director shall not involve himself in a situation in which you

may have a direct or indirect interest that conflicts, or possibly may conflict, with

the interest of the Company.

(c) The Managing Director shall not achieve or attempt to achieve any undue

gain or advantage either to self or to relatives, partners, or associates and if

found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the Company.

(d) He shall not assign his office and any assignment so made shall be void.

(e) Notwithstanding appointment as Managing Director, TIDEL Park

Coimbatore Ltd., Thiru. B. Elangovan will be deemed to be a member of TIDCO

for the purpose of Service Rules. Also he shall be deemed to be a member of

TIDCO service for the purpose of Conduct, Discipline and Appeal Rules.

(f) The Managing Director shall abide by the Code of Conduct devised by the

Company for the Board and Senior Management.

(v) Liabilities:

The Managing Director shall be held liable in respect of such acts of omission or

commission of the Company which had occurred with his knowledge and with his

consent or connivance or where ever he had not acted diligently.

(vi) Other Compliances:

The Managing Director will comply with all applicable and related provisions of the

Companies Act and any other applicable law or regulation in force.

(vii) Confidentiality:

All information acquired by Managing Director during his tenure is confidential to

the Company and should not be released, communicated, nor disclosed by any

means either during his tenure or following cessation of his tenure, to any person

without prior clearance from the Board of Directors of the Company.

The Managing Director will adhere to requirements under the law, applicable

regulations and the Company policy towards disclosure of price sensitive

information and shall abide by the Code of Insider Trading devised by the

Company and shall not make any statements in violation of the Code.

Review process:

(viii) Performance of the Managing Director will be evaluated by the Board of

Directors as per the evaluation criteria laid down by the Nomination and

Remuneration Committee of the Company.

(ix) Other Information

I. General Information

(i) Nature of industry IT / ITES

(ii) Date or expected date of commencement of commercial

production

Existing Com pany

(iii) In case of new companies,

expected date of

commencement of activities as

per project approved by

financial institutions appearing

in the prospectus

Not applicable

(iv) Financial performance based

on given indicators

(Rs. in Lakhs)

2018-19 2017-18

Revenue 5109.08 4703.49

Expenses 1682.91 672.62

Gross profit 3426.17 4030.87

Less: Financial Cost 1601.15 1993.25

Profit before Depreciation 1825.02 2037.62

Less: Depreciation 1665.12 1663.56

Profit before taxes 159.90 374.06

Deferred Tax 172.76 (80.60)

Other comprehensive income (0.94) (3.86)

Net Profit 331.72 289.60

(v) Foreign investments or

collaborations, if any.

Nil

II. Information about the

appointee:

(i) Background details Thiru. B. Elangovan, Senior General Manager (Projects), TIDCO who has

completed his Masters in Mechanical

Engineering and MBA (Finance) has

put in 19 years of service at TIDCO

and is the Managing Director of

TIDEL Park Ltd. since May 2016.

(ii) Past remuneration Thiru. B. Elangovan is drawing

additional charge allowance as per

terms of deputation at TIDCO since

May 2016.

(iii) Recognition or awards Nil

(iv) Job profile and his suitability As Managing Director, TIDEL Park

Ltd., Thiru. B. Elangovan is

conversant with Management of IT

Parks and has been appointed as Managing Director of the Subsidiary

Company, TIDEL Park Coimbatore

Ltd. Thiru. B. Elangovan is Director in

the following Companies:

(i) Arakonam Castings & Forgings

Ltd.

(ii) Tamilnadu

Telecommunications Ltd.

(iii) Southern Petrochemicals

Industries Corporation Ltd.

(iv) Jayamkondam Lignite Power

Corporation Ltd.

(v) Tamilnadu Road Development

Co. Ltd.

(vi) IT Expressway Ltd.

(v) Remuneration proposed Existing additional charge allowance

being paid as per terms of deputation

from TIDCO viz; 1/5th of Basic +

Grade Pay + DA, subject to revision

of Basic & DA from time to time.

Presently Rs. 29,321/- (Aug 2019)

and other allowances as applicable.

(vi) Comparative remuneration

profile with respect to industry,

size of the company, profile of

the position and person (in

case of expatriates the relevant

details would be with respect

to the country of his origin)

Not applicable as the assignment is

an additional charge.

(vii) Pecuniary relationship directly

or indirectly with the company,

or relationship with the

managerial personnel, if any.

Thiru. B. Elangovan has been

nominated as Director on the Board

of the Company by TIDCO and is the

Managing Director of TPCL. He is also

the Managing Director of TPCL’s

Holding Company, TIDEL Park Ltd.

III. Other information

(i) Reasons of loss or inadequate

profits

TPCL presently has accumulated

losses of Rs. 26.77 Crores, to be

wiped off. TPCL is a Company on the

path of stabilisation and has recently

commenced earning profits.

(ii) Steps taken or proposed to be

taken for improvement

(iii) Expected increase in

productivity and profits in

measurable terms.

In accordance with the provisions of Section 196, 197 and all other applicable

provisions of the Act, read with Schedule V of the Act, the terms of appointment

including remuneration payable to Thiru. B. Elangovan require approval of

members by passing a Special Resolution. Shareholders are hence requested to

pass the Special Resolution.

The Board recommends the Resolution at Item No.9 of the accompanying Notice

for approval by the Members of the Company.

None of the Directors and Key Managerial Personnel of the Company or their

respective relatives are concerned or interested in the passing of the Resolution

at Item No. 9 of the accompanying Notice, except Thiru. B. Elangovan and other

Directors as Nominees / Representatives of TIDCO / ELCOT / TIDEL / STPI.

(By order of the Board of Directors)

- Sd -

(M. Gita)

COMPANY SECRETARY

Place: Coimbatore Date: 25.9.2019

Consent by Shareholder for shorter notice pursuant Section 101 (1) and

Section 136 (1) of the Companies Act 2013

The Board of Directors

TIDEL Park Coimbatore Ltd.

Taramani Chennai – 600 113

Sirs,

I / We ………………………………………………………………………., member of TIDEL Park

Coimbatore Ltd., holding ………………………………………... Shares of Rs. 10/- each in

the Company in my / our name and entitled to attend and vote at a General

Meeting of the Company do hereby give consent pursuant Section 101(1) and

Section 136(1) of the Companies Act 2013 to hold the 12th Annual General

Meeting at Chennai on Monday, 30th September 2019 and give my / our

consent for sending notice less than 21 days before the date of meeting and

hereby agree that the notice shall be deemed to have been sent as per the

requirements of the Companies Act.

Signature:

Name of the person:

Designation:

Name of the Company:

(Share Holder)

Address:

Dated the ……...... day of .............. 2019

Form No. MGT-11

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 : U45209TN2007PLC064060 Name of the company : TIDEL Park Coimbatore Ltd.

Registered office : No.4 Rajiv Gandhi Salai, Taramani, Chennai – 600 113

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 above named company, hereby

appoint

1. Name :

Address :

E-mail Id : Signature : or failing him

2. Name :

Address : E-mail Id :

Signature : or failing him

3. Name : Address :

E-mail Id :

Signature : or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 12th

Annual General Meeting of the company, to be held on the 30th day of September

2019 at 11.00 AM in the Chamber of Principal Secretary to Govt. (IT Dept.),

2nd Floor, Secretariat, Chennai 600 009 and at any adjournment thereof in

respect of such resolutions as are indicated below:

Resolution No.

1. To receive, consider and adopt the Annual Accounts of TIDEL Park Coimbatore Ltd.

for the financial year 2018-19 together with the Report of the Directors and Auditors and the comments of Comptroller and Auditor General of India

2. To appoint a Director in the place of Thiru. M.A. Siddique, IAS, Director who retires by rotation and being eligible offers himself for election

3. To appoint a Director in the place of Dr. Santhosh Babu, IAS, Director who retires

by rotation and being eligible offers himself for election

4. To appoint a Director in the place of Thiru. M. Vijayakumar, IAS, Director who

retires by rotation and being eligible offers himself for election

5. To appoint Statutory Auditors for 2019-20

6. Appointment of Dr. Aneesh Sekhar. S, IAS as Director of the Company

7. Appointment of Dr. K.P. Karthikeyan, IAS as a Director of the Company

8. Appointment of Selvi. E. Nalini as a Director of the Company

9. Appointment of Thiru. B. Elangovan as a Managing Director of the Company

Signed this ................ day of ................ 2019.

Signature of shareholder

Signature of Proxy holder(s)

Affix

revenue stamp

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.

TIDEL PARK COIMBATORE LIMITED Registered Office: No.4, Rajiv Gandhi Salai

Taramani, Chennai 600 113

12th Annual General Meeting on 30th September 2019

ATTENDANCE SLIP

Name & address of the

member

:

Folio No.

:

Client Id

:

DP ID:

:

No. of shares held :

I hereby record my presence at the 12th Annual General Meeting of the

Company to be held on the 30th day of September 2019 at 11.00 AM in the

Chamber of Principal Secretary to Govt. (IT Dept.), 2nd Floor, Secretariat, Chennai

600 009 and at any adjournment thereof.

Signature of Member or Proxy

TIDEL PARK COIMBATORE LTD. (TPCL)

Details of Directors Seeking Appointment

Name (Thiru.)

Dr.AneeshSekhar, IAS

Dr. K.P. Karthikeyan,

IAS

Selvi. E. Nalini

Thiru. B. Elangovan

Date of Birth 17.02.1986 18.02.1986 27.01.1964 24.04.1964

Qualifications MBBS MBBS B.Sc, ACA ME (Mechanical)

Expertise in specific functional areas

Dr.AneeshSekhar, IAS, Executive Director, TIDCO has been nominated as Director on the Board of TPCL by TIDCO.

Dr. K.P. Karthikeyan, IAS,Executive Directcor, TN Guidance Bureau has been nominated as Director on the

Board of TPCL by the Industries (GIM) Dept. Govt. of TN.

Selvi. E. Nalini is the General Manager (Finance & Accounts) of Electronics Corporation of Tamilnadu and

has been nominated as Director on the Board of TPCL by ELCOT.

Thiru. B. Elangovan, Senior General Manager (Projects), TIDCO has been nominated as Director on TPCL Board by TIDCO. He is also the

Managing Director of TIDEL Park Ltd.

Directorships held in other companies

(excluding

foreign companies)

⇒ TIDCO ⇒ State Industries

Promotion

Corporation of

TN Ltd. ⇒ TN Polimer

Industries Park Ltd.

⇒ TICEL Bio Park Ltd.

⇒ Manali

Petrochemicals Ltd.

⇒ TN Petroproducts Ltd.

⇒ Southern Petrochemical

Industries ⇒ TANFLORA

Infrastructure Park Ltd.

⇒ HLL Medipark ⇒ TN Trade

Promotion

Organisation

⇒ ELCOT

--- ⇒ Arakonam Castings & Forgings Ltd.

⇒ Tamilnadu

Telecommunications Ltd.

⇒ Southern Petrochemicals Industries Corporation Ltd.

⇒ Jayamkondam Lignite Power Corporation Ltd.

⇒ Tamilnadu Road Development

Co. Ltd. ⇒ IT Expressway

Ltd.

Memberships/

Chairmanships of committees of other companies (includes only Audit Committee and Shareholders/ Investors

Grievance Committee)

2 Nil Nil Nil

No. of shares held in the Company

Nil Nil Nil 10

Terms & Conditions, Remuneration

Not applicable – Nominee Director As in the Explanatory Statement

Relationship with other Directors / and KMP

Nil Nil Nil Nil

Meetings of Board attended during the year

--- --- --- 4

Route Map

Venue