TRIL INFOPARK LIMITED
NOTICE
11TH ANNUAL GENERAL MEETING
NOTICE is hereby given that the Eleventh Annual General Meeting of the Members of TRIL INFOPARK LIMITED will be held on Thursday, 26th September 2019, at 12.30 p.m. at the registered office of the Company situated at Ramanujan IT City, Rajiv Gandhi Salai (OMR), Taramani, Chennai 600 113 to transact the following business:
Ordinary Business:
1. To receive, consider and adopt the Financial Statements of the Company for the year ended 31st March 2019, together with the reports of the Board of Directors and Auditors thereon.
2. To appoint a director in place of Mr.Ramesh Chand Meena (DIN 08009394) who retires by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.
Special Business:
3. Ratification of Cost Auditor’s Remuneration:
To consider and if thought fit, to pass with or without modifications the following Resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of section 148(3) read with Rule 14 of the Companies (Audit and Auditors) Rules 2014 and other applicable provisions, if any, of the Companies Act 2013 (“Act”), the approval accorded by the Board of Directors for payment of remuneration of INR 1 lakh per annum plus applicable taxes and out of pocket expenses at actuals to M/s. SBK & Associates (firm registration No.000342), as the Cost Auditor for auditing the cost accounting records of the Company for the financial year 2019-20, be and is hereby ratified.”
Ramanujan IT City, Taramani, Rajiv Gandhi Salai (OMR), Chennai 600 113, Tel.: 044 – 66855111, Fax: 044 – 668555118, www.ramanujanitcity.com; www.tata-realty.com CIN: U45200TN2008PLC066931
TRIL INFOPARK LIMITED
4. To appoint Mr.Bhavesh Madeka as a Director of the Company
To consider and if thought fit, to pass with or without modifications the following Resolution as an Ordinary Resolution:
“RESOLVED THAT Mr.Bhavesh Madeka (DIN: 06604406), who was appointed as an Additional Director of the Company by Board of Directors with effect from 31st October, 2018, and who holds office upto the date of Annual General Meeting of the Company in terms of Section 161 of Companies Act, 2013, and in respect of whom the Company has received a notice in writing pursuant to Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”
5. To appoint Mr.Reena Wahi as a Director of the Company
To consider and if thought fit, to pass with or without modifications the following Resolution as an Ordinary Resolution:
“RESOLVED THAT Ms.Reena Wahi (DIN: 08253098), who was appointed as an Additional Director of the Company by Board of Directors with effect from 31st October 2018 and who holds office upto the date of Annual General Meeting of the Company in terms of Section 161 of Companies Act, 2013, and in respect of whom the Company has received a notice in writing pursuant to Section 160 of the Act from a member proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”
By Order of Board of Directors
-sd- S.Ramprasad Company Secretary ACS-14324
Registered Office Address: Ramanujan IT City, Rajiv Gandhi Salai (OMR), Taramani, Chennai – 600113 CIN: U45200TN2008PLC066931
Place: Chennai Date: 3rd September 2019
Ramanujan IT City, Taramani, Rajiv Gandhi Salai (OMR), Chennai 600 113, Tel.: 044 – 66855111, Fax: 044 – 668555118, www.ramanujanitcity.com; www.tata-realty.com CIN: U45200TN2008PLC066931
TRIL INFOPARK LIMITED
NOTES:
1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of Item No. 3, 4 and 5 of the Notice set out above is annexed hereto
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (‘AGM’) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.
3. The instrument appointing the proxy, in order to be effective, must be duly stamped, completed, signed and deposited at the Registered Office of the Company not less than 48 hours before the date of the AGM. Proxies submitted on behalf of Corporate Members, must be supported by appropriate resolutions or authority, as applicable. A person can act as a proxy on behalf of Members not exceeding 50 and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or Member.
4. Corporate Members are requested to send at the Registered Office of the Company a certified copy of the Board Resolution passed pursuant to Section 113 of the Companies Act, 2013, authorizing their representative to attend and vote at the Meeting.
5. Members may avail the facility of nomination in terms of Section 72 of the Companies Act, 2013 read with Rule 19(1) of the Companies (Share Capital and Debentures) Rules 2014, by nominating in the Form-SH-13, any person to whom his/their shares in the Company shall vest in the event of death of the shareholder(s). Form-SH-13 is to be submitted in duplicate to the Company.
6. The requisite document(s) as may be available for inspection by the Shareholders, shall be made available for inspection to the members of the Company at the registered office of the Company between 11:00 a.m. and 1:00 p. m. on any working day of the Company from the date of this notice till the conclusion of this AGM.
7. The Shareholders may choose to hold the Ordinary Shares of the Company in the demat mode. The ISIN as allotted by NSDL is INE583J01018. In case of any query, you may please get in touch with the Company or the Registrar & Transfer Agent i.e. karvy Fintech Private Limited at Add: Plot No 31 & 32, Financial District, Nanakramguda Gachibowli, Hyderabad – 500 032, Telangana, India Tele: +91-40-67162222.
8. Notice of the AGM along with the Annual Report 2018 – 19 is being sent by electronic mode to those Members whose email addresses are registered with the Company unless any Member has requested for a physical copy of the same. For Members who have not registered their email addresses, physical copies are being sent by the permitted mode. Members may note that the Notice and Annual Report 2018 – 19 will also be available on the Company’s website https://www.http://ramanujanitcity.com/.
th The route map showing directions to reach the venue of the 11 AGM is annexed.
Ramanujan IT City, Taramani, Rajiv Gandhi Salai (OMR), Chennai 600 113, Tel.: 044 – 66855111, Fax: 044 – 668555118, www.ramanujanitcity.com; www.tata-realty.com CIN: U45200TN2008PLC066931
TRIL INFOPARK LIMITED
EXPLANATORY STATEMENT
PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 3
The Board of Directors in their meeting held on 30th July 2019 have appointed M/s.SBK & Associates (firm registration No.000342) as Cost Auditor for auditing the cost records of the Company for the financial year 2019-20 on a remuneration of INR 1 lakh plus applicable taxes and out of pocket expenses.
Pursuant to Rule 14 of the Companies (Audit and Auditors) Rules 2014, the remuneration of the Cost Auditor recommended by the Audit Committee and approved by the Board of Directors need to be ratified by the members of the Company.
Therefore, the members of the Company are requested to ratify the approval accorded by the Board of Directors for payment of remuneration of INR 1 lakh plus applicable taxes and out of pocket expenses at actuals to M/s. SBK & Associates.
None of the Directors or Key Managerial Personnel or their relatives is concerned or interested in the aforesaid business.
Item No. 4
Mr.Bhavesh Madeka (DIN- 06604406) has been appointed as an Additional Director of the Company with effect from 31st October, 2018. Pursuant to Section 161(1) of the Companies Act, 2013 (“the Act”), Mr.Bhavesh Madeka holds office of Director upto the date of this Annual General Meeting.
The Board commends the Ordinary Resolution as set out against this item in the notice for the approval of the members.
None of the other Directors and Key Managerial Personnel (KMP) other than Mr.Bhavesh Madeka is concerned or interested in this resolution
Ramanujan IT City, Taramani, Rajiv Gandhi Salai (OMR), Chennai 600 113, Tel.: 044 – 66855111, Fax: 044 – 668555118, www.ramanujanitcity.com; www.tata-realty.com CIN: U45200TN2008PLC066931
TRIL INFOPARK LIMITED
Information pursuant to the Secretarial Standards/Schedule V in respect of Appointment/ Re-appointment of Directors:
Name : Mr.Bhavesh Madeka (DIN- 06604406) Date of Birth : 25/09/1963 Qualification : Chartered Accountant Experience Over 36 years of experience including eighteen years of experience in Singapore in the field of finance, investments and strategy. During his career, he has covered accounts, auditing, taxation, treasury, finance, consulting, strategy, investments and divestments for the large part of his career. He is also trained in General Law from the University of Mumbai.
Terms and Conditions of : Director liable to retire by rotation Appointment Date of first appointment on : 31-10-2018 Board Shareholding in the Company : NIL Relationship with other : NIL Directors, Managers or KMP of the Company Number of Board Meetings : 1 out of 2 attended during the year Other Directorships/ : Directorship: Chairmanship of Committees of Industrial Minerals and Chemical Company Pvt Ltd the Board TRIL Constructions Ltd HLT Residency Pvt Ltd Promont Hillside Pvt Ltd Kolkota One Excelton Pvt Ltd Promot Hilltop P Ltd Smart Value Homes (Peenya Project) Pvt Ltd Ardent Properties Pvt Ltd Tata Value Homes Ltd Remuneration sought to be paid : Nil
Ramanujan IT City, Taramani, Rajiv Gandhi Salai (OMR), Chennai 600 113, Tel.: 044 – 66855111, Fax: 044 – 668555118, www.ramanujanitcity.com; www.tata-realty.com CIN: U45200TN2008PLC066931
TRIL INFOPARK LIMITED
Item No. 5
Ms.Reena Wahi (DIN- 08253098) has been appointed as an Additional Director of the Company with effect from 31st October, 2018. Pursuant to Section 161(1) of the Companies Act, 2013 (“the Act”), Ms.Reena Wahi holds office of Director upto the date of this Annual General Meeting.
The Board commends the Ordinary Resolution as set out against this item in the notice for the approval of the members.
None of the other Directors and Key Managerial Personnel (KMP) other than Ms.Reena Wahi is concerned or interested in this resolution.
Information pursuant to the Secretarial Standards/Schedule V in respect of Appointment/ Re-appointment of Directors:
Name : Ms. Reena Wahi (DIN: 08253098) Date of Birth : 11-12-1971 Qualification : Master’s Degree in Human Resources & Organizational Development from Delhi School of Economics (University of Delhi). She has completed her Executive Course in Management from INSEAD Experience Ms.Reena Wahi has over twenty- two years of experience in Human Resources and brings with her blend of Consulting and Business experience spanning across diverse industries. Ms.Reena Wahi was the Executive Director – Human Resources with Cushman & Wakefield where she was driving organizational transformation and growth agenda for India.
Terms and Conditions of : Director, liable to retire by rotation Appointment Date of first appointment on : 31-10-2018 Board Shareholding in the Company : NIL Relationship with other : NIL Directors, Managers or KMP of the Company
Ramanujan IT City, Taramani, Rajiv Gandhi Salai (OMR), Chennai 600 113, Tel.: 044 – 66855111, Fax: 044 – 668555118, www.ramanujanitcity.com; www.tata-realty.com CIN: U45200TN2008PLC066931
TRIL INFOPARK LIMITED
Number of Board Meetings : 1 out of 2 attended during the year Other Directorships/ : Directorship: Chairmanship of Committees of TRIL Constructions Ltd the Board TRIL Amristar Projects Ltd Concept Developers & Leasing Ltd Ardent Properties Pvt Ltd THDC Management Services Ltd TRIL IT4 Pvt Ltd Promont Hillside Pvt Ltd Smart Value Homes (Bolsar) Pvt Ltd Princeton Infrastructure Pvt Ltd Remuneration sought to be paid : NIL.
By Order of Board of Directors
-sd-
S.Ramprasad Company Secretary
Registered Office Address: Ramanujan IT City, Rajiv Gandhi Salai (OMR), Taramani, Chennai – 600113 CIN: U45200TN2008PLC066931
Place: Chennai Date: 3rd September 2019
Ramanujan IT City, Taramani, Rajiv Gandhi Salai (OMR), Chennai 600 113, Tel.: 044 – 66855111, Fax: 044 – 668555118, www.ramanujanitcity.com; www.tata-realty.com CIN: U45200TN2008PLC066931
TRIL INFOPARK LIMITED
ATTENDANCE SLIP
PLEASE FILL THE ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING VENUE
Joint Shareholders may obtain additional Attendance Slip in request
Regd. Folio No.
NAME AND ADDRESS OF SHAREHOLDER: ______
NO. OF SHARES HELD: ______
I hereby record my presence at the 11th Annual General Meeting of TRIL Infopark Limited held on Thursday, September 26, 2019 at 12.30 p.m. at registered office of the Company situated at Ramanujan IT City, Rajiv Gandhi Salai (OMR), Taramani, Chennai 600 113.
______Signature of the Shareholder or Proxy
Ramanujan IT City, Taramani, Rajiv Gandhi Salai (OMR), Chennai 600 113, Tel.: 044 – 66855111, Fax: 044 – 668555118, www.ramanujanitcity.com; www.tata-realty.com CIN: U45200TN2008PLC066931
TRIL INFOPARK LIMITED
ROUTE MAP FOR REACHING AT THE AGM VENUE
TRIL INFOPARK LIMITED
Nearest Land Mark- Next to TIDEL PARK
Ramanujan IT City, Taramani, Rajiv Gandhi Salai (OMR), Chennai 600 113, Tel.: 044 – 66855111, Fax: 044 – 668555118, www.ramanujanitcity.com; www.tata-realty.com CIN: U45200TN2008PLC066931
TRIL INFOPARK LIMITED
TRIL INFOPARK LIMITED 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: U45200TN2008PLC066931 Name of the company: TRIL Registered office: Ramanujan IT City, Rajiv Gandhi Salai (OMR), Taramani, Chennai-600113 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 abovenamed 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 11th Annual General Meeting of the Company, to be held on the Thursday, September 26, 2019 at 12.30 p.m. at Registered office of the Company situated at Ramanujan IT City, Rajiv Gandhi Salai (OMR), Taramani, Chennai- 600113 and at any adjournment thereof in respect of such resolutions as are indicated below:
Sr. No. Notice ORDINARY BUSINESS 1. Adoption of financial statements for the financial year ended 31stMarch, 2019 and reports of the Board of Directors and auditors thereon.
2. Re-appointment of Mr. Ramesh Chand Meena (DIN 08009394) who retires by rotation. SPECIAL BUSINESS 3. Ratification of Remuneration of the Cost Auditor for FY 2019-20 4. Appointment of Mr.Bhavesh Madeka (DIN- 06604406) as Director 5. Appointment of Ms.Reena Wahi (DIN- 08253098) as Director
Signed this ……………..day of ……………….2019 Affix Revenue Signature of the Shareholder Stamp
Signature of the proxy holder(s)
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.
Ramanujan IT City, Taramani, Rajiv Gandhi Salai (OMR), Chennai 600 113, Tel.: 044 – 66855111, Fax: 044 – 668555118, www.ramanujanitcity.com; www.tata-realty.com CIN: U45200TN2008PLC066931