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• NOTICE- The Annual General Meeting to be held on 27th December 2006
• NOTICE- Change of Registrar & Share Transfer Agent (RTA) -22nd August 2006

AGM NOTICE - 27th December 2006  

NOTICE is hereby given that the Twenty Second Annual General Meeting of SYNERGY LOG-IN SYSTEMS LIMITED will be held at 11.00 A.M. on Wednesday, 27th day of December 2006 at Sunville, 9, Dr. Annie Besant Road, Worli, Mumbai 400 018 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Balance Sheet of the Company as on June 30, 2006 , the audited Profit and Loss Account for the year ended on that date, the Auditors’ Report thereon and the Report of the Board of Directors.

2. To appoint a Director in place of Mr. V. Sanjay Kumar, who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint Auditors of the Company to hold office from the conclusion of the 22nd Annual General Meeting until the conclusion of the 23rd Annual General Meeting, and to fix their remuneration.

SPECIAL BUSINESS:
To consider and, if thought fit, to pass, with or without modifications(s), the following resolutions:

4. Appointment of Mr. Bikram Dasgupta as a Director and Chairman.

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

“RESOLVED THAT Mr. Bikram Dasgupta, who had been appointed as an Additional Director of the Company with effect from 30.06.2006 and who, in terms of Section 260 of the Companies Act, 1956 and Article 85 of the Articles of Association of the Company, holds office of directorship up to the date of the 22nd Annual General Meeting and in respect to whom the Company has received a Notice in writing from a member under Section 257 of the Companies Act, 1956 signifying his intention to propose Mr. Bikram Dasgupta as a candidate for the office of Director, be and is hereby appointed as a Director & Chairman of the Company, liable to retire by rotation.”

5. Appointment of Mr. K. Vijayaraghavan as a Director.

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

“RESOLVED THAT Mr. K. Vijayaraghavan, who had been appointed as an Additional Director of the Company with effect from 05.05.2006 and who, in terms of Section 260 of the Companies Act, 1956 and Article 85 of the Articles of Association of the Company, holds office of directorship up to the date of the 22nd Annual General Meeting and in respect to whom the Company has received a Notice in writing from a member under Section 257 of the Companies Act, 1956 signifying his intention to propose Mr. K. Vijayaraghavan as a candidate for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

6. Appointment of Mr. Chandan Kumar Roy as a Director

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

“RESOLVED THAT Mr. Chandan Kumar Roy, who had been appointed as an Additional Director of the Company with effect from 23.12.2005 and who, in terms of Section 260 of the Companies Act, 1956 and Article 85 of the Articles of Association of the Company, holds office of directorship up to the date of the 22nd Annual General Meeting and in respect to whom the Company has received a Notice in writing from a member under Section 257 of the Companies Act, 1956 signifying his intention to propose Mr. Chandan Kumar Roy as a candidate for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

7. Payment of Commission to Non-Executive Directors for the Financial Year 2006-07

To consider and, if thought fit, to pass, with or without modification(s), if any, the following resolution as an Special Resolution:
           
“RESOLVED THAT pursuant to the provisions of Section 198, 309, 310 and other applicable provisions, if any, of the Companies Act, 1956 and subject to such statutory approvals as may be necessary, the Non-Executive Director(s) of the Company be paid, as Commission for the Financial Year 2006-07, a sum not exceeding 1% of the net profits of the Company calculated in accordance with the provisions of Section 198, 349, 350 and other provisions, if any, of the Companies Act, 1956 in addition to the sitting fees for attending Meetings of the Board of Directors or any Committee thereof.

Registered Office :
Mittal Court, 102/112, C Wing,
224, Nariman Point,
Mumbai 400 021.

Dated : 31st October 2006

By Order of the Board
For SYNERGY LOG-IN SYSTEMS LIMITED

NOTES:

1. Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect to the Item Nos 4 to 7 of the Notice is annexed hereto. The relevant details of the persons seeking re-appointment / appointment as Directors under item nos 2, 4, 5 & 6 above, as required by Clause 49 of the Listing Agreement entered into with the Stock Exchange, Mumbai, are also annexed.
   
   
2.   A member entitled to attend and vote, is entitled to appoint a proxy to attend and vote, instead of himself and the proxy need not be a member of the Company. Proxies, in order to be effective, must be duly filled, stamped, signed and deposited at the Registered Office of the Company not later than 48 hours before the commencement of the meeting. Proxies submitted on behalf of limited companies, societies, partnership firms, etc. must be supported by appropriate resolution / authority as applicable, issued on behalf of the appointing organisation. A form of Proxy and Admission Slip is enclosed.
   
   
3.  The Register of Members and the Share Transfer Books of the Company will remain closed from Wednesday, 20th December to Wednesday, 27th December 2006 (both days inclusive).
   
   
4.  The Company or its Registrar and Share Transfer Agent (RTA) cannot act on any request received directly from the members holding equity shares in dematerialized form, for any change of bank particulars or bank mandates. Such changes are to be advised only to the respective Depository Participants of the Members.
   
   
5.  The Company has appointed M/s. CB Management Services Private Limited, as its Registrars and Share Transfer Agents.  Members are requested to correspond with them for any queries at their below mentioned address:
   
   M/s. CB MANAGEMENT SERVICES PRIVATE LIMTED,
   P-22, BONDEL ROAD, KOLKATA  - 700 019,PHONE: 033-2280 6692-93-94/ 2486/2937, FAX: 033-2287 0263,Contact Person: Mr. D. Ghosh, Principal Executive (Operations)
   
   
6.  Members holding equity shares in physical form are requested to advise any change of address immediately to the Company’s Registrar & Share Transfer Agent (RTA) M/s. CB Management Services Private Limited. Members holding equity shares in dematerialized form must send advise about change of address to their respective Depository Participants and not to the Company.
   
   
7.  As per the provisions of the Companies Act, 1956, nomination facility is available to the Members, in respect of the Equity Shares held by them. Nomination forms can be obtained from the Company’s Registrar & Share Transfer Agent (RTA).
   
   
8.  As a measure of austerity, copies of the Annual Report will not be distributed at the Annual General Meeting. Members are requested to bring their copies of the Annual Report to the meeting.
   
   
9.  Admission restricted to members or proxies only. Members / Proxy holders are requested to produce their admission slips at the entrance of the meeting hall.
   
   
10.  Copies of all documents referred to in the Notice and Explanatory Statement annexed thereto are available for inspection at the Registered Office of the Company between 11:00 am to 1:00 pm on all working days till the date of the Annual General Meeting.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

The following Explanatory Statement set out all material facts relating to item nos 4 to 7 of the accompanying notice:

Item No. 4
Mr. Bikram Dasgupta had been appointed as an Additional Director on the Board of Directors of the Company with effect from 30th June 2006. Pursuant to Section 260 of the Companies Act, 1956 and Article 85 of the Articles of Association of the Company, Mr. Bikram Dasgupta holds office up to the date of the 22nd Annual General Meeting, and is eligible for appointment. The Company has received a notice from a Member along with requisite deposit, under Section 257 of the Companies Act, 1956, signifying his intention to propose the appointment of Mr. Bikram Dasgupta as a Director of the Company. If appointed, Mr. Bikram Dasgupta shall hold office as such, and his period of office shall be liable to determination by retirement of Directors by rotation.

Attention of the Members is invited to the information on Mr. Bikram Dasgupta, a Director, recommended for appointment, which is annexed hereto.

No Director, except Mr. Bikram Dasgupta, is, in any way, concerned or interested in the Resolution.

The Board of Director of the Company recommends the Resolution for the approval of the Members.

Item No. 5
Mr. K. Vijayaraghavan had been appointed as an Additional Director on the Board of Directors of the Company with effect from 5th May 2006. Pursuant to Section 260 of the Companies Act, 1956 and Article 85 of the Articles of Association of the Company, Mr. K. Vijayaraghavan holds office up to the date of the 22nd Annual General Meeting, and is eligible for appointment. The Company has received a notice from a Member along with requisite deposit, under Section 257 of the Companies Act, 1956, signifying his intention to propose the appointment of Mr. K. Vijayaraghavan as a Director of the Company. If appointed, Mr. K. Vijayaraghavan shall hold office as such, and his period of office shall be liable to determination by retirement of Directors by rotation.

Attention of the Members is invited to the information on Mr. K. Vijayaraghavan, a Director, recommended for appointment, which is annexed hereto.

No Director, except Mr. K. Vijayaraghavan, is, in any way, concerned or interested in the Resolution.

The Board of Director of the Company recommends the Resolution for the approval of the Members.

Item No. 6
Mr. Chandan Kumar Roy had been appointed as an Additional Director on the Board of Directors of the Company with effect from 23rd December 2005. Pursuant to Section 260 of the Companies Act, 1956 and Article 85 of the Articles of Association of the Company, Mr. Chandan Kumar Roy holds office up to the date of the 22nd Annual General Meeting, and is eligible for appointment. The Company has received a notice from a Member along with requisite deposit, under Section 257 of the Companies Act, 1956, signifying his intention to propose the appointment of Mr. Chandan Kumar Roy as a Director of the Company. If appointed, Mr. Chandan Kumar Roy shall hold office as such, and his period of office shall be liable to determination by retirement of Directors by rotation.

Attention of the Members is invited to the information on Mr. Chandan Kumar Roy, a Director, recommended for appointment, which is annexed hereto.

No Director, except Mr. Chandan Kumar Roy, is, in any way, concerned or interested in the Resolution.

The Board of Director of the Company recommends the Resolution for the approval of the Members.

Item No. 7
In order to remunerate the Non Executive Directors of the Company for increased responsibilities entrusted upon them under the law, the current trends and commensurate with the time devoted and the contribution made by them, the Board of Directors of the Company, at their meeting held on 31st October 2006 has approved, subject to such statutory approvals as may be necessary, payment as commission, to be paid to the Non-Executive Directors of the Company, for the Financial Year 2006-07, a sum not exceeding 1% of the net profits of the Company, calculated in accordance with provisions of Section 198, 349 and 350 of the Companies Act, 1956, in addition to the sitting fees for attending the Meetings of the Board of Directors or any Committee thereof.

Section 309(4) of the Companies Act, 1956 also requires a Special Resolution to be passed by the Members of the Company in General Meeting for payment of remuneration by way of commission to Non-Executive Directors of the Company.

All Non-Executive Directors of the Company are concerned or interested in the Resolution to the extent of the remuneration that may be received by them and their respective shareholding, if any.

The Board of Directors recommends the Resolution for the approval of the Members.

Registered Office :
Mittal Court, 102/112, C Wing,
224, Nariman Point,
Mumbai 400 021.

Dated : 31st October 2006

By Order of the Board
For SYNERGY LOG-IN SYSTEMS LIMITED

SYNERGY LOG-IN SYSTEMS LIMITED

Details of the Directors seeking re-appointment at the 22nd Annual General Meeting

1.   Name of the Director: Mr. V. Sanjay Kumar
   
   

   Date of Birth

   29.03.1960

   Date of appointment

   01.04.1998

   Qualifications

   B.Com, PGDBA

   Expertise in specific functional area

   Finance, Accounts and Secretarial Field

   Directorships held in other public companies (excluding foreign and private companies)

   Synergy Art Foundation Limited

   Memberships / Chairmanships of Committees in Public Companies

   NIL

   Shareholding, if any, in the Company

   2,220

   
   
   
2.  Name of the Director: Mr. Bikram Dasgupta
   
   

   Date of Birth

   29.10.1951

   Date of appointment

   30.06.2006

   Qualifications

   B.Sc. (Tech)-Hons from Indian Institute of Technology (IIT), Kharagpur

   Expertise in specific functional area

   Mr. Bikram Dasgupta can be described as a first generation IT entrepreneur, a rare breed of personalities who have kick-started the IT revolution in India. He has been in forefront of founding and building organizations, human resources and industry associations in the sector which has gone a long way into putting India firmly into the global IT map. An alumnus from the Indian Institute of technology (IIT), Kharagpur, Mr. Dasgupta joined HCL at its very infancy in 1979, wherein as a part of the Marketing and Business Development team, he grew very fast in the company, to be the Country Manager-Market Development in 1984.

   In 1984, Mr. Dasgupta co founded Pertech Computers Limited (PCL), and as a promoter-director steered the company through the initial difficult years. He took a leading role in managing such diverse functions as sales and marketing, hardware services, software development, human resources, international business development and new strategic projects, elevating the company to the position of No.1 PC manufacturer in India. In 1995, he formed the Globsyn Group of Companies. He is currently the Mentor and Chairman of the Group.

   Directorships held in other public companies (excluding foreign and private companies)

   Globsyn Technologies Limited –Chairman & CEO,
   Infinity Infotech Parks Ltd. – Director
   Global Synergies Limited – Director

   Memberships / Chairmanships of Committees in Public Companies

   Globsyn Technologies Limited – Member, Committee of Directors

   Shareholding, if any, in the Company

   NIL

   
   
   
3.  Name of the Director: Mr. K. Vijayaraghavan
   
   

   Date of Birth

   25.01.1942

   Date of appointment

   05.05.2006

   Qualifications

   Master of Science (M.Sc.),
   Bachelor of Engineering (B.E.)

   Expertise in specific functional area

   Experience in the technology domain, Engineering Design & Development. 

   Directorships held in other public companies (excluding foreign and private companies)

   Intertec Communications Limited

   Memberships / Chairmanships of Committees in Public Companies

   NIL

   Shareholding, if any, in the Company

   NIL

   
   
   
4.  Name of the Director: Mr. Chandan Kumar Roy
   
   

   Date of Birth

   04.12.1953

   Date of appointment

   23.12.2005

   Qualifications

   B. Sc (Hons.), LL.B., FCA

   Expertise in specific functional area

   Mr. Chandan Kumar Roy has more than 28 years experience in different functional areas across industries such as manufacturing, banking and IT. He brings along varied and rich experience in financial accounting, financial management, budgetary control, direct and indirect taxation, treasury management, fund management. He also has wide experience in portfolio and asset management.

   Directorships held in other public companies (excluding foreign and private companies)

   NIL

   Memberships / Chairmanships of Committees in Public Companies

   NIL

   Shareholding, if any, in the Company

   NIL

NOTICE- Change of Registrar & Share Transfer Agent

SYNERGY LOG-IN SYSTEMS LIMITED
Head Office: TechnoCampus, XI-11 & 12, Block-EP, Sector-V,
Salt Lake Electronics Complex, Kolkata 700 091

NOTICE is hereby given that M/s. CB Management Services (P) Limited have been appointed as the Registrar & Share Transfer Agent (RTA) of the Company both under physical & demat mode with effect from 1st September 2006.

All concerned are requested to communicate and send their correspondence regarding share matters to the new RTA at their following address:

CB Management Services (P) Limited
Unit: Synergy Log-In Systems Limited
P-22, Bondel Road, Kolkata 700 019
Ph.: (033) 2280 6692-93-94/2486/2937
Fax.: (033) 2287 0263, E-Mail: cbmsl1@cal2.vsnl.net.in

NOTICE is also given that the Regd. Office of the Company has been changed to Mittal Court, 102/112, C-Wing, 224, Nariman Point, Mumbai 400 021 with effect from 1st August 2006.

For SYNERGY LOG-IN SYSTEMS LTD. 
Chandan Kumar Roy
Director

Kolkata, 22nd August 2006.