Listing Department National Stock Exchange of India Limited
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T +91 22 6120 4800 • A-412 , boomerang, Chandivali Farm Road, www.mepinfra.com F +91 22 6120 4804 Near Chandivali Studio, Andheri (E), Mumbai-400 072 CIN: L45200MH2002PLC136779 MEPIDL/OUT/2019-20/614 August 10, 2019 Listing Department Corporate Relationship Department National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1 Block G, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Bandra (E), Dalal Street, Mumbai -400 051 Mumbai- 400001 Fax No. 022-26598120/38 Fax No. 022-22723121/3027/2039/2061 Scrip Symbol: MEP Security Code: 539126 Dear Sir(s), Sub: Submission of 17th Annual General Meeting Notice and Annual Report, Intimation of Book Closure and Dividend We wish to inform you that the 17th Annual General Meeting (AGM) of the Members of the Company will be held on Friday, the 6th day of September, 2019 at 11.30 a.m. at Megarugas, Plot No. 9/10, Saki Vihar Road, Opp. Chandivali Studio, Near Raheja Vihar Complex, Powai, Mumbai - 400 072. Pursuant to the requirements of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we submit herewith the Notice and the Annual Report for the Financial Year 2018-19 for your ready reference. The Company has sent the AGM Notice and Annual Report to all members whose name(s) appeared on the Register of Members as on 2nd August, 2019. As intimated earlier, to your good offices, pursuant to Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the purpose of the 17th AGM of the Company and for the payment of Dividend (if approved by the Members), the Registrar of Members and Share Transfer Books of the Company will remain closed from Saturday, August 31, 2019 to Friday, September 6, 2019 (both days inclusive). If the Dividend as recommended by the Board is approved by the Members at the Annual General Meeting, payment of such dividend will be made on or before Saturday, 5th October, 2019 to those Members whose names will appear on the Register of Members as on Friday, 30th August, 2019. We request you to take the same on your records and inform your members accordingly. Thanking You. Yours faithfully, For MEP INFRASTRUCTURE DEVELOPERS LIMITED HARSHAD PUSALKAR COMPANY SECRETARY End. as above Copy to: (1) The Secretary, National Securities Depository Limited (2) The Secretary, Central Depository Services (India) Limited (3) Link Intime India Private Limited, Mumbai INFRASTRUCTURE DEVELOPERS LTD. MEP INFRASTRUCTURE DEVELOPERS LIMITED CIN: L45200MH2002PLC136779 Regd. Office: A-412, boomerang, Chandivali Farm Road, Near Chandivali Studio, Andheri (E), Mumbai 400 072 E-mail: [email protected] • Website: www.mepinfra.com Tel: 91 22 6120 4800 • Fax: 91 22 6120 4804 NOTICE NOTICE is hereby given that the 17th Annual General Meeting of the “RESOLVED FURTHER THAT where in any financial year during Members of MEP INFRASTRUCTURE DEVELOPERS LIMITED will be the currency of the tenure of the Managing Director, the Company held on Friday, the 6th day of September, 2019 at 11.30 a.m. has no profits or its profits are inadequate, the Company will pay at Megarugas, Plot No. 9/10, Saki Vihar Road, Opp. Chandivali Studio, to the Managing Director remuneration by way of Salary, Benefits, Near Raheja Vihar Complex, Powai, Mumbai - 400 072, to transact the Perquisites and Allowances and Incentive Remuneration as per the following businesses: provision(s) under Schedule V to the Act.” ORDINARY BUSINESS: “RESOLVED FURTHER THAT the Board or Company Secretary of the Company, be and are hereby severally authorized to do all 1. To receive, consider and adopt the Audited Financial Statements the acts, deeds and things which are necessary for the aforesaid (including Audited Consolidated Financial Statements of the re-appointment and to send the necessary intimation in Company) for the Financial Year ended 31st March, 2019 and the prescribed form to ROC (MCA-21).” Reports of the Directors and Auditors thereon. 2. To declare Dividend on Equity Shares for the Financial Year 2018-19. 5. Ratification of payment of remuneration to M/s. Nawal Barde Devdhe Associates, Cost Auditors for the Financial 3. To appoint a Director in place of Mrs. Anuya J. Mhaiskar Year 2019-20. (DIN: 00707650), who retires by rotation and being eligible, offers herself for re-appointment. To consider and if thought fit, to pass, with or without modification(s), the following resolution, as an Ordinary Resolution: SPECIAL BUSINESS: “RESOLVED THAT pursuant to Section 148 and other 4. Re-appointment of Mr. Jayant D. Mhaiskar (DIN: 00716351) applicable provisions, if any, of the Companies Act, 2013 read as the Managing Director of the Company. with the Companies (Audit and Auditors) Rules, 2014 and the To consider and if thought fit, to pass, with or without Companies (Cost Records and Audit) Rules, 2014, the Companies modification(s), the following resolution, as a Special Resolution: (Amendment) Act, 2017 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the “RESOLVED THAT pursuant to the provisions of Sections 196, Company hereby ratifies the remuneration of ` 2,50,000/- p.a. 197, 198 and 203 read with Schedule V and other applicable (Rupees Two Lakhs and Fifty Thousand Only) plus applicable provisions, if any, of the Companies Act, 2013 (“the Act”), taxes and actual out-of-pocket expenses payable for the read with the Companies (Appointment and Remuneration of Financial Year 2019-20 to M/s. Nawal Barde Devdhe Associates, Managerial Personnel) Rules, 2014, the Companies (Amendment) Cost Accountants (Firm Registration No. 001711) having their Act, 2017 or any other law (including any statutory modification(s) office at Suyash Commercial Mall, Above Union Bank, S. No. 74 & or re-enactment(s) thereof, for the time being in force) and 75, Baner, Pune-411045 who are appointed as the Cost Auditors subject to such consent(s), approval(s) and permission(s) of the Company by the Board of Directors, on recommendation and subject to such conditions as may be imposed by any of the Audit Committee, to conduct the audit of cost records authority, if any, while granting such consent(s), approval(s) and to be maintained by the Company for the Financial Year ending permission(s), consent of the Members be and is hereby accorded 31st March, 2020.” to re-appoint Mr. Jayant D. Mhaiskar (DIN: 00716351) as the Managing Director of the Company designated as the ‘Chairman By and on behalf of the Board of Directors & Managing Director’ for a further period of 5 (Five) years with For MEP Infrastructure Developers Limited effect from 1st July, 2019 upon the terms and conditions set-out in the Agreement entered with Mr. Mhaiskar and as detailed in Place: Mumbai Harshad Pusalkar the Explanatory Statement pursuant to Section 102 of the Act Date: July 16, 2019 Company Secretary annexed to the Notice convening this Meeting with liberty to the Board of Directors (hereinafter referred to as “the Board” which Regd. Office: term shall also include the Committees of the Board) to alter and A-412, boomerang, Chandivali Farm Road, vary the terms and conditions of the said re-appointment and/or Near Chandivali Studio, Andheri (E), Mumbai 400 072 remuneration, in such manner as may be agreed to between the CIN: L45200MH2002PLC136779 Board and Mr. Mhaiskar provided that such variation or increase, Tel: 91 22 6120 4800 Fax: 91 22 6120 4804 as the case may be, is within the overall limits as specified under E-mail: [email protected] the relevant provisions of the Act.” Website: www.mepinfra.com 1 NOTES 1. The Explanatory Statement pursuant to Section 102 of the 8. Members are encouraged to update their bank account details to Companies Act, 2013 (“Act”) setting out material facts concerning enable expeditious credit of dividend into their respective bank above businesses to be transacted is annexed hereto. The relevant accounts electronically through National Automated Clearing House details as required under Regulations 26(4) and 36(3) of the (NACH) mode or such other permitted mode for credit of dividend. SEBI (Listing Obligations and Disclosure Requirements) 9. The Securities and Exchange Board of India (“SEBI”) vide its Circular Regulations, 2015, as amended from time to time (“SEBI Listing No. SEBI/LAD-NRO/GN/2018/24 dated 8th June, 2018, amended Regulations”) and Secretarial Standard on General Meetings Regulation 40 of the SEBI Listing Regulations pursuant to which issued by the Institute of Company Secretaries of India, of the from 1st April, 2019 onwards securities can be transferred only in person seeking appointment/re-appointment as Director under dematerialized form. However, it is clarified that, members can Item Nos. 3 and 4 of the Notice, are also annexed. continue holding shares in physical form. Transfer of securities 2. A Member entitled to attend and vote at the Annual in demat form will facilitate convenience and ensure safety of General Meeting (AGM) is entitled to appoint a proxy to transactions for investors. Members holding shares in physical attend and vote instead of himself and the proxy need not form are requested to convert their holding(s) to dematerialized be a Member of the Company. The instrument appointing form to eliminate all risks associated with physical shares. the proxy, in order to be effective, must be deposited at the 10. SEBI has mandated the submission of Permanent Account Number Company’s Registered Office, duly completed and signed, (PAN) by every participant in securities market. Members holding not less than 48 hours before the commencement of the shares in electronic form are, therefore, requested to submit the Proxies submitted on behalf of companies, societies, etc., AGM. PAN to their DPs with whom they are maintaining their demat must be supported by appropriate resolutions / authority letter, as accounts.